Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company Parties for inclusion or incorporation by reference in the Registration Statement (a) a registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Class A Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willInitial Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in misleading or (b) the Joint Proxy Statement (as defined herein)Statement/Prospectus will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date stockholders of the meetings Company and to the stockholders of Trenwick's stockholders or LaSalle Holdings' shareholders, as Parent and at the case may be, time of the Company Stockholders Meeting and the date of any postponement or adjournment thereofParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to ; provided, however, that, in the previous two sentences are herein referred case of clause (a) and (b), no representation is made by the Company Parties with respect to as the "statements made therein based on information supplied by any of the Parent Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.8, the Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus and the transactions contemplated hereby Registration Statement will comply as to form in all material respects with with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any applicable lawof the Parent Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company’s filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None The Company and SBC each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by Trenwick it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to SBC in connection with the New Holdings Shares comprising LaSalle Consideration issuance of shares of SBC Common Stock in the Merger (including the proxy statement and Trenwick Consideration prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make and (ii) the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Prospectus/Proxy Statement (as defined herein)and any amendment or supplement thereto will, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on at the date of mailing to shareholders and at the meetings time of Trenwick's stockholders or LaSalle Holdings' shareholdersthe Shareholders Meeting, as the case may be, and the date of in any postponement or adjournment thereofsuch case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The If at any time prior to the Effective Time any information and relating to SBC or the Company, or any of their respective affiliates, officers or directors, should be discovered by SBC or the Company which should be set forth in an amendment or supplement to any of the S-4 Registration Statement or the Prospectus/Proxy Statement, so that any of such documents referred would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the previous two sentences are herein referred to as light of the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the transactions contemplated hereby will comply as SEC and, to form in all material respects with the provisions extent required by law, disseminated to the shareholders of any applicable lawthe Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in the Registration Statement (a) a registration statement on Form S-4 F 4 (the "Form S-4"or such other SEC Form) to be filed with the SEC by New Holdings relating Parent pursuant to which Parent Common Shares issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willCompany Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with (b) the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Company Proxy Statement (as defined herein)will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date of the meetings Company and at the time of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (c) the information circular and proxy statement of Parent (the “Parent Circular”) relating to the meeting of the shareholders of Parent to be held for the purposes of obtaining the Parent Shareholder Approval (including any postponement, adjournment or recess thereof, the “Parent Shareholder Meeting”) will, at the date it is first mailed to the shareholders of Parent or at the time of the Parent Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Subject to the accuracy of the first sentence of Section 5.8, the Registration Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Company Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by the Company with respect to statements made in the Company Proxy Statement, the Registration Statement or the Parent Circular based on information supplied by any applicable lawof the Parent Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of the Company specifically for inclusion or incorporation by reference in the Registration Statement on Form S-4 (Offer Documents will, at the "Form S-4") to be respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under they are first published, sent or given to stockholders of the Securities ActCompany, or on the Offer Expiration Date, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which such statements were they are made, not misleading. The letters Subject to shareholdersthe accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.4, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders and on the date stockholders of the meetings Company (or any amendments or supplements thereto) and at the time of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information Schedule 14D-9 and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions applicable requirements of any applicable lawthe Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company expressly for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed any report, form, registration or other filing made with the SEC by New Holdings relating any Governmental Authority with respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration transactions contemplated by this Agreement and/or ancillary document contemplated thereto will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders filing or LaSalle Holdings' shareholdersmailing, or any amendment thereto, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information misleading (subject to the qualifications and documents referred to limitations set forth in the previous two sentences are herein referred materials provided by the Company and the Company Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by the Company and the Company Subsidiaries expressly for inclusion or incorporation by reference in any of the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection “Ancillary Public Disclosures”) will, at the time filed with the transactions contemplated hereby will comply as SEC, contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of any applicable lawthe circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Company Subsidiaries or that is included in the Ancillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by Trenwick Firefly for inclusion or incorporation by reference in the Registration Statement (a) a registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Ohm pursuant to which shares of Ohm Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willCompany Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in or (b) the Joint Proxy Statement (as defined herein)Statement, will notwill, as of at the date the Joint Proxy Statement it is first mailed to such shareholders stockholders of Firefly and on to stockholders of Ohm and at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, Firefly Stockholders Meeting and the date of any postponement or adjournment thereofOhm Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to ; provided, however, that, in the previous two sentences are herein referred case of clause (a) and (b), no representation is made by Firefly with respect to as statements made therein based on information supplied by Ohm, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein. Subject to the "accuracy of the first sentence of Section 5.8, the Registration Statement and the Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Trenwick Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement on Form S-4 Statement; or (c) in the "Form S-4") mailings or other distributions to be filed Purchaser’s or Pubco’s shareholders and/or prospective investors with the SEC by New Holdings relating respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement consummation of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings this Agreement or in writing for inclusion any amendment to any of documents identified in the Joint Proxy Statement (as defined hereina) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The None of the information supplied or to be supplied by Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and documents referred the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the previous two sentences statements therein, in light of the circumstances under which they are herein referred made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to as any information supplied by or on behalf of Purchaser, the "Joint Proxy StatementTarget Companies or any of their respective Affiliates." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred Subject to in the previous two sentences are herein referred to as accuracy of the "first sentence of Section 5.7, the Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick Chartwell for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Trenwick in connection with the issuance of Trenwick Common Stock in the Merger (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters misleading or (ii) the filing with the SEC of a proxy statement relating to shareholders, notices of meetings, the Chartwell Stockholder Approval and the proxy statements and forms of proxies statement relating to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectivelythe Trenwick Stockholder Approval, in connection with each case as amended or supplemented from time to time, (the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the "Joint Proxy Statement (as defined herein)Statement") will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date of the meetings of TrenwickChartwell's stockholders or LaSalle Holdings' shareholders, at the time of the Chartwell Stockholders Meeting (as the case may be, and the date of any postponement or adjournment thereofdefined in Section 5.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by Chartwell in this Section 3.1(f) with respect to information supplied by Trenwick for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Offer Documents, the Schedule 14D-9 or the Information Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed published, sent or given to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' Company’s shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information Schedule 14D-9, the Information Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick , at the date such Proxy Statement is responsible for filing with any Governmental Authority in connection with first mailed to shareholders and at the transactions contemplated hereby time of the Shareholders Meeting, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any applicable lawinformation supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of MLP set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with (b) the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein)will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders MLP Unitholders and on Parent Unitholders, and at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, MLP Unitholders Meeting and the date of any postponement or adjournment thereofParent Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (c) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information Registration Statement, Proxy Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of MLP for inclusion or incorporation by reference in any applicable lawof the foregoing documents.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with (b) the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Company Proxy Statement (as defined herein)will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders holders of Listed Shares, and on at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information Registration Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Parent Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in any applicable lawof the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company’s filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") N-14 to be filed with the SEC by New Holdings relating Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration First Merger (as amended or supplemented from time to time, the “Form N-14”) will, at the time the Form S-4 N-14 is filed with the SEC, SEC or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, misleading and (b) the proxy statements and forms of proxies statement to be distributed sent to shareholders of LaSalle Holdings and the stockholders of Trenwickthe Company relating to the Company Stockholders’ Meeting (the “Proxy Statement”) will, respectively, in connection with at the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as date it or any amendment or supplement is mailed to stockholders of the date Company and at the Joint Proxy Statement is first mailed to such shareholders and on the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleading. The misleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statementsupplied by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference therein)." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of Parent, Holdings or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(b) the Schedule 13E-3 will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwickat the time the Schedule 13E-3, respectivelyor any amendment thereto, in connection is filed with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (c) the Consent Solicitation Statement/Prospectus will, on the date it is first mailed to the Limited Partners, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information Consent Solicitation Statement/Prospectus, the Registration Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, none of Parent, Holdings or Merger Sub makes any applicable lawrepresentation or warranty with respect to information supplied by or on behalf of the Partnership or the General Partner for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration issuance of shares of Parent Common Stock in the Merger (such Form S-4, and Trenwick Consideration any amendments or supplements thereto, the "S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (ii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's shareholders at the Parent Shareholders Meeting (such joint proxy statement/prospectus, in light and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") will, at the date mailed to stockholders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices Company and Parent and at the times of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans Company Stockholders Meeting and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofParent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus, insofar as it relates to the transactions contemplated hereby Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any applicable lawinformation supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership, the Partnership GP and the Partnership GP Delegate set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(b) the Schedule 13E-3 will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwickat the time the Schedule 13E-3, respectivelyor any amendment or supplement thereto, in connection is filed with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required necessary in order to be stated therein make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to Limited Partners, and at the time of the Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading and (d) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information Registration Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Parent Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of the Partnership for inclusion or incorporation by reference in any applicable lawof the foregoing documents.

Information Supplied. None of the information supplied or to be supplied provided in writing by Trenwick the Partnership specifically for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration issuance of Parent Common Units in the LP Merger and Trenwick Consideration in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which such statements were they are made, not misleading. The letters to shareholdersmisleading or (b) the Combined Consent Statement/Prospectus will, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofPartnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof based on information and documents referred supplied by the Partnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Subs for inclusion or incorporation by reference therein, with respect to in which no representation is made by the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with Partnership or any Governmental Authority in connection with the transactions contemplated hereby of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of any applicable lawthis Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership.

Information Supplied. None of the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4"a) to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at At the time the Form S-4 Proxy Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date stockholders of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersCompany, the Proxy Statement, as the case may beamended or supplemented, and the date of any postponement or adjournment thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty is made by Parent or Sub in this Section 4.05(a) solely with respect to statements made or incorporated by reference therein based on information supplied by Parent, Sub or their Representatives for inclusion or incorporation by reference in such documents. The Schedule 13E-3, at the time it is filed with the SEC or at any time it is amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub in this Section 4.05(a) with respect to statements made or incorporated by reference therein based on information and documents referred supplied solely by the Company or its Representatives for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by Parent, Sub or their Representatives for inclusion or incorporation by reference in the previous two sentences are herein referred to as Proxy Statement or Schedule 13E-3 will, at the "Joint Proxy Statement." All documents that Trenwick time any such document is responsible for filing with any Governmental Authority in connection filed with the transactions contemplated hereby will comply as SEC, at any time it is amended or supplemented or at the time it is first mailed to form the Company's stockholders, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in all material respects with order to make the provisions of any applicable lawstatements therein not misleading.

Information Supplied. None of the written information supplied or to be supplied by Trenwick Buyer or any of its Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 (the "Form S-4") or any other documents filed or to be filed with the SEC by New Holdings relating to in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to Seller’s stockholders and at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Actof Seller Stockholders’ Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick Buyer is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby Transactions will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and will not contain any applicable lawuntrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the written information supplied or to be supplied by Seller or any of its Subsidiaries or Representatives expressly for inclusion or incorporation by reference in any document to be filed by Buyer with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are filed, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be supplied by Trenwick each of Pubco and Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement on Form S-4 Statement; or (c) in the "Form S-4") mailings or other distributions to be filed Purchaser’s, Pubco’s or Merger Sub’s, shareholders and/or prospective investors with the SEC by New Holdings relating respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement consummation of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings this Agreement or in writing for inclusion any amendment to any of documents identified in the Joint Proxy Statement (as defined hereina) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The None of the information supplied or to be supplied by each of Pubco and documents referred Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the previous two sentences statements therein, in light of the circumstances under which they are herein referred made, not misleading. Notwithstanding the foregoing, each of Pubco and Merger Sub does not make any warranty or covenant with respect to as any information supplied by or on behalf of Purchaser, the "Joint Proxy StatementTarget Companies, the Company Shareholders or any of their respective Affiliates." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the S-4 Registration Statement on Form S-4 (the "Form S-4") of Parent to be filed with the SEC by New Holdings relating with respect to the New Holdings Shares comprising LaSalle Consideration registration under the Securities Act of the shares of Parent Common Stock and Trenwick Consideration CVRs to be issued in connection with the Merger (in which the Proxy Statement/Prospectus, as defined in Section 7.6(a) of this Agreement, shall be included) (the “S-4 Registration Statement”) or any amendment or supplement thereto will, at the time the Form such S-4 Registration Statement or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented SEC or at the time it such S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in misleading or (ii) the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority /Prospectus will, at the date of mailing to holders of Company Common Stock and at the time of the Company Stockholders Meeting to be held in connection with the transactions contemplated hereby will Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus relating to the Company Stockholders Meeting and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations of the SEC thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the S-4 Registration Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, misleading and (b) the proxy statements and forms of proxies statement to be distributed sent to shareholders of LaSalle Holdings and the stockholders of Trenwick, respectively, in connection with the Plans and Company relating to the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement Company Stockholders’ Meeting (as defined herein)amended or supplemented from time to time, will notthe “Proxy Statement”) will, as at the date it, or any amendment or supplement to it, is mailed to stockholders of the date Company and at the Joint Proxy Statement is first mailed to such shareholders and on the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein). The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act.

Information Supplied. None of the information supplied relating to Company and the Company Subsidiaries that will be contained in the Proxy Statement or to be supplied that is provided by Trenwick Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 (the "Form S-4") to be or any other document filed with the SEC in connection with the transactions contemplated by New Holdings relating to this Agreement will (a) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willcase of the Proxy Statement, at the time of the Form S-4 is filed with the SEC, at any time it is amended or supplemented mailing thereof or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required Company Stockholder Meeting is to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofheld, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) with respect to any other document to be filed by Company with the SEC in connection with the Mergers, the Asset Transfers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Proxy Statement will (with respect to Company and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will Company Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder with respect to statements made or incorporated by reference by, or with respect to, Parent, Merger Sub or any applicable lawNew Merger Sub.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Park Parties for inclusion or incorporation by reference in the Registration Statement on Form S-4 or the Proxy Statement will (a) in the "case of the Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, or (b) in light the case of the circumstances under which such statements were madeProxy Statement, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint such Proxy Statement is first mailed to such shareholders and on the date Company’s shareholders, or at the time of the meetings of Trenwick's stockholders Company Shareholder Meeting, or LaSalle Holdings' shareholders, as at the case may be, and time that the date of any postponement or adjournment thereofForm S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick Park is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby herein, to the extent relating to the Park Parties or any other Park Subsidiary or other information supplied by or on behalf of the Park Parties or any other Park Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable lawLaw as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Park Parties.

Information Supplied. None of the information supplied or to be supplied by Trenwick Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement on Form S-4 Statement; or (c) in the "Form S-4") mailings or other distributions to be filed Purchaser’s or Purchaser’s shareholders and/or prospective investors with the SEC by New Holdings relating respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement consummation of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings this Agreement or in writing for inclusion any amendment to any of documents identified in the Joint Proxy Statement (as defined hereina) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; provided, however, no representation or warranty is made as to the accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant with respect to any information and documents referred to in supplied by or on behalf of Purchaser, the previous two sentences are herein referred to as the "Joint Proxy StatementTarget Companies or any of their respective Affiliates." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the The information supplied or to be supplied by Trenwick Company in writing expressly for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4 to be filed by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willshall not, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by any Parent Entity in writing expressly for inclusion therein. The information and documents referred supplied or to be supplied by Company in writing expressly for inclusion in the previous two sentences are herein referred to as joint proxy statement/prospectus (the "Joint Proxy Statement." All documents /Prospectus") relating to the Company Stockholder Meeting included in the Form S-4 will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of Company, and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that Trenwick no representation or warranty is responsible made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent in writing expressly for filing inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Company in writing expressly for inclusion therein but excluding any Governmental Authority portion thereof based on information supplied by Parent in connection writing expressly for inclusion therein, with the transactions contemplated hereby respect to which no representation or warranty is made by Company) will comply as to form in all material respects with the provisions of any applicable lawthe Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Parent Stock Issuance (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices None of meetings, proxy statements and forms of proxies the information supplied or to be distributed supplied by or on behalf of the Company for inclusion or incorporation by reference in the information statement to shareholders of LaSalle Holdings be filed with the SEC and sent to the Company’s stockholders of Trenwick, respectively, in connection with the Plans Merger and the other transactions contemplated herebyby this Agreement and the proxy statement to the Parent’s stockholders in connection with the Parent Stock Issuance (including any amendments or supplements thereto, except information supplied by LaSalle Holdings in writing for inclusion in the “Joint Proxy Statement (as defined herein)Proxy/Information Statement”) will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders the Company’s and on Parent’s stockholders or at the date time of the meetings of Trenwick's stockholders Company Stockholders Meeting or LaSalle Holdings' shareholders, as Parent Stockholders Meeting or at the case may be, and the date time of any postponement amendment or adjournment supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Proxy/Information Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied relating to Company and the Company Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Trenwick Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be or any other document filed with the SEC in connection with the transactions contemplated by New Holdings relating to this Agreement will (a) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willcase of the Form S-4, at the time the Form S-4 it is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (b) in the case of the Proxy Statement, at the time of the mailing thereof, at the time the Company Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Company with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Form S-4 and documents referred the Proxy Statement will (with respect to in Company, its officers and directors and the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will Company Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Company or any applicable lawCompany Subsidiaries.

Information Supplied. None of the information supplied provided by or to be supplied by Trenwick on behalf of the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (b) the proxy statement/prospectus relating to matters to be submitted to the stockholders of the circumstances under which such statements were made, not misleading. The letters Company at the Company Stockholders’ Meeting and to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and the stockholders of TrenwickParent at the Parent Stockholders’ Meeting (such proxy statement/prospectus, respectivelyas amended or supplemented from time to time, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the “Joint Proxy Statement (as defined herein)Statement/Prospectus”) will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders the Company’s stockholders and on Parent’s stockholders or at the date time of the meetings of Trenwick's stockholders Company Stockholders’ Meeting or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofParent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information provided by or on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing /Prospectus (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Form S-4 (solely with any Governmental Authority in connection with respect to the transactions contemplated hereby portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the provisions requirements of any applicable lawthe Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Shareholders and to the Parent Shareholders and at the time of the Company Shareholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company’s filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Trenwick Parent and the Parent Subsidiaries in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be or any other document filed with the SEC in connection with the transactions contemplated by New Holdings relating to this Agreement will (a) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willcase of the Form S-4, at the time the Form S-4 it is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (b) in the case of the Proxy Statement, at the time of the mailing thereof, at the time the Company Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Parent with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Form S-4 and documents referred the Proxy Statement will (with respect to in Parent, its officers and directors and the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will Parent Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Parent or any applicable lawParent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company specifically for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters misleading or (b) the proxy statement relating to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectivelythe Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion each case in the Joint form or forms mailed to the Company's stockholders, the "Proxy Statement (as defined herein)Statement") will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date stockholders of the meetings Company and at the time of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 of the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company and Company OP for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes such document is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) the Joint Proxy Statement will, at the date that it is first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with , at the transactions contemplated hereby date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in this Section 3.06 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Parent OP or any applicable law.of their respective Representatives for inclusion or incorporation by reference therein

Information Supplied. (a) None of the information supplied or to be supplied by Trenwick the Comet Parties for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 (and any amendment or supplement thereto) is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(ii) the Proxy Statement/Prospectus will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement it is first mailed to such Comet shareholders and on or Moon stockholders or at the date time of the meetings of Trenwick's stockholders Comet Shareholders Meeting or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofMoon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The information and documents referred to in portions of the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby /Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of any applicable lawthe Exchange Act.

Information Supplied. None of the Offer Documents or any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading except that no representation is made by the Parent or Purchaser with respect to information supplied by the Company specifically for inclusion in the Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by Trenwick Parent or Purchaser for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Schedule 14D-9 will, at the time the Form S-4 is such documents are filed with the SECSEC or distributed to the Company's stockholders, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain contains any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The If at any time prior to the Effective Time the Parent or Purchaser shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information and documents referred to supplied by Parent or Purchaser for inclusion or incorporation by reference in the previous two sentences Schedule 14D-9 in order to make the statements therein, in the light of the circumstances under which they are herein referred made, not misleading, or to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing comply with any Governmental Authority in connection applicable Laws, such amendment or supplement shall be promptly filed with the transactions contemplated hereby will comply SEC and, as required by Law, disseminated to the stockholders of the Company, and in the event the Company shall advise Parent or Purchaser as to form in all material respects with the provisions its obtaining knowledge of any applicable lawfacts that would make it necessary to supplement or amend any of the foregoing documents, Parent or Purchaser shall promptly amend or supplement such document as required and distribute the same to the Company's stockholders.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock and Parent Rights in the Merger (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in or (ii) the Joint Proxy Statement (as defined herein)will, will not, as of at the date the Joint Proxy Statement is first mailed to such the Company's shareholders and on the date of the meetings of TrenwickParent's stockholders or LaSalle Holdings' shareholders, as at the case may be, and time of the date of any postponement Company Shareholders Meeting or adjournment thereofthe Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of the Parent Common Stock in the Merger (such Form S-4, as amended or supplemented, is herein referred to as the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (ii) the proxy statement to be sent to the stockholders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, Company in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement Stockholders Meeting (as defined hereinin Section 5.2(b), will not) (such proxy statement, as of amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date the Joint Proxy Statement Statement/Prospectus is first mailed to such shareholders and on the date of the meetings of TrenwickCompany's stockholders or LaSalle Holdings' shareholders, as at the case may be, and time of the date of any postponement or adjournment thereofStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information , or contain any statement which at the time and documents referred to in the previous two sentences are herein referred light of the circumstances under which it is made is false or misleading with respect to as any material fact, or omit to state any material fact necessary in order to make the "Joint statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. No representation is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied in writing by Parent specifically for inclusion or incorporation in the Form S-4 or the Proxy Statement/Prospectus." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") , the Joint Proxy Statement/Prospectus or in any materials to be filed delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (i) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time case of the Form S-4 is filed with the SECS-4, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to , (ii) in the previous two sentences are herein referred to as case of the "Joint Proxy Statement." All documents that Trenwick /Prospectus, at the time of the mailing thereof or at the time the X. X. Xxxxx Stockholder Meeting is responsible for filing with to be held, contain any Governmental Authority untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated hereby by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors and the X. X. Xxxxx Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of any applicable lawthe Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA16.

Information Supplied. None of the information supplied provided (or to be supplied provided) in writing by Trenwick or on behalf of the Company or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Sodium in connection with the New Holdings issuance of Sodium Shares comprising LaSalle as Equity Consideration and Trenwick Consideration (which will include the Proxy Statement/Prospectus) (the “Registration Statement”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (b) the Proxy Statement/Prospectus will, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders the Company’s stockholders and on at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick /Prospectus and the Registration Statement (solely with respect to the portion thereof based on information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by Sodium, Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is responsible for filing with made by the Company or any Governmental Authority in connection with the transactions contemplated hereby of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of any applicable lawthis Section 3.14, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company specifically for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters misleading or (b) the proxy statement relating to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectivelythe Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion each case in the Joint form or forms mailed to the Company's stockholders, the "Proxy Statement (as defined herein)Statement") will, will not, as of at the date the Joint Proxy Statement is first mailed to such shareholders and on the date stockholders of the meetings Company and at the time of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement or portions thereof that relate only to Parent and its Subsidiaries.

Information Supplied. None Each of Vision Bancshares and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by Trenwick it for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, made therein not misleading. The letters to shareholders, notices of meetingsand (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on at the date of mailing to the meetings Vision Bancshares shareholders and at the time of Trenwick's stockholders or LaSalle Holdings' shareholdersthe Vision Bancshares Meeting, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, made therein not false or misleading or necessary to correct any statement in light any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Vision Bancshares and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the circumstances under which they were made, not misleading. The information and documents referred to statements in the previous two sentences are herein referred to as Registration Statement and the "Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements made therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement and the Proxy Statement/Prospectus." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in misleading or (b) the Joint Proxy Statement (as defined herein)will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date stockholders of the meetings Company and to stockholders of Trenwick's stockholders or LaSalle Holdings' shareholders, as Parent and at the case may be, time of the Company Stockholders Meeting and the date of any postponement or adjournment thereofParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred Subject to in the previous two sentences are herein referred to as accuracy of the "first sentence of Section 5.7, the Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, misleading and (b) the proxy statements and forms of proxies statement to be distributed sent to shareholders of LaSalle Holdings and the stockholders of Trenwick, respectively, in connection with the Plans and Company relating to the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement Company Stockholders’ Meeting (as defined herein)amended or supplemented from time to time, will notthe “Proxy Statement”) will, as at the date it, or any amendment or supplement to it, is mailed to stockholders of the date Company and at the Joint Proxy Statement is first mailed to such shareholders and on the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein). The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of therein not misleading or (ii) the circumstances under which such statements were made, not misleading. The joint proxy statement/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (as amended or supplemented from time to time and including all letters to shareholdersstockholders, notices of meetings, proxy statements meeting and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans Combination, and any schedules required to be filed with the transactions contemplated herebySEC in connection therewith, except information supplied by LaSalle Holdings in writing for inclusion in the “Joint Proxy Statement (as defined hereinStatement”), will notwill, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date Company’s stockholders or at the time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of any applicable lawthis Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of the Parent Ordinary Shares in the Merger (such Form S-4, as amended or supplemented, is herein referred to as the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (ii) the proxy statement to be sent to the stockholders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, Company in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement Stockholders Meeting (as defined hereinin Section 5.2(b), will not) (such proxy statement, as of amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date the Joint Proxy Statement Statement/Prospectus is first mailed to such shareholders and on the date of the meetings of TrenwickCompany's stockholders or LaSalle Holdings' shareholders, as at the case may be, and time of the date of any postponement or adjournment thereofStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading or contain any statements which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. The information Form S-4 will, as of its effective date, and documents referred the prospectus contained therein will, as of its date, comply as to form in all material respects with the previous two sentences are herein referred to as requirements of the "Joint Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby /Prospectus will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations promulgated thereunder. No representation is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied in writing by Parent specifically for inclusion or incorporation in the Form S-4 or the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration Merger and Trenwick Consideration willpursuant to Section 3.2 will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the consent solicitation statement/information statement/prospectus in preliminary and definitive form (including any amendments or supplements, the “Consent Solicitation Statement/Information Statement/Prospectus”) relating to the Parent Stockholder Written Consent and which shall include a form of written consent that may be executed by the stockholders of the Company in connection with the Company Stockholder Approval will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statementsupplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in the Registration Statement (a) a registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) the Joint Proxy Statement, will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Subject to the accuracy of the first sentence of Section 5.8, the Registration Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick Parent or Merger Sub for inclusion or incorporation by reference in the Registration Statement (a) any Current Report on Form S-4 (the "Form S-4") to be filed 8-K or any other report, form, registration, or other filing made with the SEC by New Holdings relating any Governmental Authority with respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration transactions contemplated hereby or (b) the Proxy Statement will, at the time the Form S-4 is filed with the SEC, at any time date it is amended or supplemented first mailed to Parent’s stockholders and warrantholders or at the time it becomes effective under of the Securities ActStockholder Meeting or Warrantholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters Proxy Statement will comply as to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, form in connection all material respects with the Plans requirements of the Exchange Act and the transactions contemplated herebyrules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based solely on information supplied by LaSalle Holdings Chaparral in writing for inclusion or incorporation by reference in the Joint Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement (as defined herein)shall, will notat the time such document is filed, as of at the date time amended or supplemented, or at the Joint time the Proxy Statement is first mailed to such shareholders and on declared effective by the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any applicable lawinformation supplied by Chaparral which is contained in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") N-14 to be filed with the SEC by New Holdings relating Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration First Merger (as amended or supplemented from time to time, the “Form N-14”) will, at the time the Form S-4 N-14 is filed with the SEC, SEC or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings, and (b) the proxy statements and forms of proxies statement to be distributed sent to shareholders of LaSalle Holdings and the stockholders of Trenwickthe Company relating to the Company Stockholders’ Meeting (the “Proxy Statement”) will, respectively, in connection with at the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as date it or any amendment or supplement is mailed to stockholders of the date Company and at the Joint Proxy Statement is first mailed to such shareholders and on the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleading. The misleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statementsupplied by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference therein)." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and to shareholders of Parent and at the time of the Company Stockholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of the Parent Parties specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in (b) the Joint Proxy Statement (as defined herein)will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders the Limited Partners and on the date Parent Stockholders, and at the time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, Partnership Special Meeting and the date of any postponement or adjournment thereofParent Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading and (c) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information and documents referred to in Each of the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with , the transactions contemplated hereby Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, none of the Parent Parties makes any applicable lawrepresentation or warranty with respect to information supplied by or on behalf of the Partnership or the General Partner for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. (a) None of the information supplied or to be supplied in writing by Trenwick Company for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed application for a California Permit in connection with the SEC by New Holdings relating issuance of shares of Parent Common Stock pursuant to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration transactions contemplated hereby, including the disclosure documents relating thereto will, at the time the Form S-4 such application is filed with the SEC, at any time it is amended or supplemented or Commissioner and at the time it becomes effective under the Securities ActFairness Hearing is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) the Information Statement provided to Company stockholders in light connection with obtaining stockholder approval of the circumstances under Merger (the "Information Statement") will, at the time it is mailed to the stockholders and at all times during which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, stockholder consents are solicited in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading and (iii) any materials or information provided to Company stockholders in connection with an offer to purchase their shares of Company Common Stock as contemplated in the Stockholders' Agreement will, at the time it is mailed to the stockholders and at all times during which such stockholders may elect to sell their shares to Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible application for filing with any Governmental Authority in connection with the transactions contemplated hereby a California Permit will comply as to form in all material respects with the provisions of any applicable lawthe CSL, and the rules and regulations thereunder, except that no representation is made by Company with respect to statements made therein based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to -------------------- be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinmade therein not misleading and (ii) the proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Xxxxxx Merger (the "Proxy Statement") will, at the date the Proxy Statement is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the Xxxxxx Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary, in order to make the statements therein in light of the circumstances under which such statements were they are made, not misleading. The letters Proxy Statement insofar as it relates to shareholders, notices the meeting of meetings, proxy statements the Company's stockholders to vote on the Xxxxxx Merger will comply as to form in all material respects with the provisions of the Exchange Act and forms the rules and regulations thereunder. None of proxies the information supplied or to be distributed to shareholders of LaSalle Holdings supplied by the Company for inclusion or incorporation by reference in the Offer Documents or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and stockholders of Trenwick, respectively, in connection the Schedule 14D-9 or any amendments or supplements thereto are filed with the Plans SEC and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as are first published or sent or given to holders of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofShares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick Dish for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(ii) the Resale Registration Statement will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection at the time the Resale Registration Statement is filed with the Plans SEC and at the transactions contemplated herebytime it becomes effective under the Securities Act (or, except information supplied by LaSalle Holdings in writing for inclusion in with respect to any post-effective amendment or supplement, at the Joint Proxy Statement (as defined hereintime such post-effective amendment or supplement becomes effective), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with misleading or (iii) any Governmental Authority blue sky or other state filings made in connection with the transactions contemplated hereby will comply as Regulation D offering contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary to make the statements therein not misleading. No representation or warranty is made by Dish with respect to statements made or incorporated by reference therein based on information supplied by Soap for inclusion or incorporation by reference in all material respects with the provisions of any applicable lawRegistration Statement or the Resale Registration Statement.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger (the "S-4"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters , and (ii) the proxy statement relating to shareholders, notices of meetings, proxy statements and forms of proxies the Company Stockholder Meeting to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans Merger (the "PROXY STATEMENT") will, at the date mailed to stockholders and at the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as time of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information If at any time prior to the Effective Time any event in respect of the Company, its officers and documents referred directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the previous two sentences are herein referred to as S-4 or the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the transactions contemplated hereby SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation is made under this Section 3.7 with respect to any applicable lawstatements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of Partnership and Partnership GP, set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by Trenwick or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(b) the Schedule 13E-3 will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwickat the time the Schedule 13E-3, respectivelyor any amendment thereto, in connection is filed with the Plans SEC and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement Schedule 13E-3 or any amendment thereto is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCommon Unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (c) the Proxy Statement will, on the date it is first mailed to Common Unitholders, and at the time of the Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with , the transactions contemplated hereby Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and the Securities Act, as applicable. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of Partnership for inclusion or incorporation by reference in any applicable lawof the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Trenwick Vionmall expressly for inclusion or incorporation by reference reference: (i) in any report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC as it relates to the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders filing, or LaSalle Holdings' shareholdersany amendment thereto, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information misleading (subject to the qualifications and documents referred to limitations set forth in the previous two sentences are herein referred materials provided by Vionmall and the Vionmall Subsidiaries or that is included in the SEC filings). None of the information supplied or to be supplied by Vionmall and the Vionmall Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection “Ancillary Public Disclosures”) will, at the time filed with the transactions contemplated hereby will comply as SEC, contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of any applicable lawthe circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by Vionmall and the Vionmall Subsidiaries or that is included in the Ancillary Public Disclosures).

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in Exchange Act and any other applicable Law; and the Registration Statement on Form S-4 (Offer Documents will not, at the "Form S-4") to be respective times they are filed with the SEC by New Holdings relating or published, sent or given to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of TrenwickCompany's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Notwithstanding the foregoing, no representation or warranty is hereby made by Parent or Sub with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and documents referred the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Sub, or with respect to any information supplied by Parent or Sub for inclusion in the previous two sentences are herein referred to as Schedule 14D-9 or the "Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the event to the Company." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. (a) None of the written information supplied or to be supplied by Trenwick the Company or any Subsidiary specifically for inclusion or incorporation by reference in (i) any post-effective amendment to be filed by Parent with the Registration Statement SEC to amend the registration statement on Form S-4 (the "Form S-4") to be filed SEC file no. 333-60448 currently on file with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick “S-4”)) in connection with the issuance of the Stock Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies (ii) any Current Report on Form 8-K to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, filed with the SEC by Parent in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as issuance of the Stock Consideration (the “8-K”) will, at the time the 8-K is filed under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any prospectus and any supplements thereto will, at the date the Joint Proxy Statement is first mailed to Shareholders and at the time such shareholders prospectus and on any supplements thereto (each, a “Prospectus”) will be used to sell the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofStock Consideration, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading. The Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information and supplied or required to be supplied by Parent or Merger LLC or any other source which is contained in or omitted from any of the foregoing documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statementor which is incorporated by reference therein." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration issuance of shares of Parent Common Stock in the Merger (such Form S-4, and Trenwick Consideration any amendments or supplements thereto, the “S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (ii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent’s stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, in light and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) will, at the date mailed to stockholders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices Company and Parent and at the times of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans Company Stockholders Meeting and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus, insofar as it relates to the transactions contemplated hereby Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any applicable lawinformation supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None of the The information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement on Form S-4 will not, (a) in the "Form S-4") to be filed with case of the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willRegistration Statement, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinfact, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the stockholders of the Company and the stockholders of Parent, and at the time of the Company Special Meeting and the Parent Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Special Meeting or the Parent Special Meeting that has become false or misleading. Notwithstanding the foregoing sentence, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Subs or any of their Representatives for inclusion in any of the foregoing documents. The information and documents referred to supplied by the Company for inclusion in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with Statement and the transactions contemplated hereby Registration Statement will comply as to form and substance in all material respects with the provisions applicable requirements of any applicable lawthe Securities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. None The Registration Statement on Form S-4 to be filed by Parent to register the issuance of the Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") (excluding any of the information supplied or to be supplied in writing by Trenwick the Company specifically for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4"therein, as to which no representation or warranty is made) to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willwill not, at the time the Form S-4 is filed with the SEC, at Registration Statement or any time it is amended amendment or supplemented or at the time it supplement thereto becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which such statements they were made, not misleading. The letters (ii) the proxy statement included in the Registration Statement, as provided to shareholdersStockholders in the Soliciting Materials (excluding any of the information supplied in writing by the Company specifically for inclusion or incorporation by reference therein, notices of meetingsas to which no representation or warranty is made) will not, proxy statements at the time the Soliciting Materials are mailed to the Stockholders and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, at all times that stockholder consents or votes are being solicited in connection with the Plans and the transactions contemplated herebyMerger, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed including at any stockholder meeting held to obtain such shareholders and on the date of the meetings of Trenwick's stockholders consents or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofvote, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed by Acquiror with the SEC in connection with the issuance of shares of Acquiror Common Stock in the Merger (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with (ii) the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Company Proxy Statement (as defined herein)hereinafter defined) will, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on at the date of mailing to shareholders and at the meetings time of Trenwick's stockholders or LaSalle Holdingsthe shareholders' shareholders, as the case may be, and the date of any postponement or adjournment thereofmeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick the Company is responsible for filing with any Governmental Authority Entity in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Acquisition Subsidiary which is contained in any of the foregoing documents. Without limiting any of the representations and warranties contained herein, no representation or warranty to the Acquiror by the Company and no information contained in the Company Disclosure Schedule or any document incorporated therein by reference contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which such statements are or will be made, not misleading.

Information Supplied. None of the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "The Form S-4") , the Proxy Statement and -------------------- the Form 10 to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willwill not, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters ; provided, however, that no representation is -------- ------- made by Parent with respect to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except made therein based on information supplied or incorporated by LaSalle Holdings in writing reference by the Company for inclusion in the Joint Form S-4, the Proxy Statement (as defined herein), will not, as and the Form 10. None of the date information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement is first and Form 10 will, at the date mailed to such shareholders the Company's stockholders and on at the time of the Company Stockholders Meeting, and at the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersit becomes effective, as the case may be, and the date of any postponement or adjournment thereofrespectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, statement therein not misleading. The information and documents referred Subject to the provisions set forth in the previous two sentences are herein referred to as second preceding sentence, the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Form S-4 will comply as to form in all material 40 respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act, as appropriate, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be -------------------- supplied by Trenwick Xxxxxxx for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") F-4 to be filed with the SEC by New Holdings relating to Shire in connection with the New Holdings issuance of Ordinary Shares comprising LaSalle Consideration and Trenwick Consideration Shire ADSs in the Merger (the "Form F-4") will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or -------- supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(ii) the UK Disclosure Documents will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement is UK Disclosure Documents are first mailed to such the shareholders and on of Shire or at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofShire shareholders meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration issuance of shares of Parent Common Stock in the Merger (such Form S-4, and Trenwick Consideration any amendments or supplements thereto, the "S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (ii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, in light and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the date mailed to stockholders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices Company and Parent and at the times of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans Company Stockholders Meeting and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus, insofar as it relates to the transactions contemplated hereby Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any applicable lawinformation supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick HWGG expressly for inclusion or incorporation by reference reference: (i) in any report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC as it relates to the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders filing, or LaSalle Holdings' shareholdersany amendment thereto, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information misleading (subject to the qualifications and documents referred to limitations set forth in the previous two sentences are herein referred materials provided by HWGG and the HWGG Subsidiaries or that is included in the SEC filings). None of the information supplied or to be supplied by HWGG and the HWGG Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection “Ancillary Public Disclosures”) will, at the time filed with the transactions contemplated hereby will comply as SEC, contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of any applicable lawthe circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by HWGG and the HWGG Subsidiaries or that is included in the Ancillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by Trenwick X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") , the Joint Proxy Statement/Prospectus or in any materials to be filed delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (i) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time case of the Form S-4 is filed with the SECS-4, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to , (ii) in the previous two sentences are herein referred to as case of the "Joint Proxy Statement." All documents that Trenwick /Prospectus, at the time of the mailing thereof or at the time the X. X. Xxxxx Stockholder Meeting is responsible for filing with to be held, contain any Governmental Authority untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated hereby by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors, and the X. X. Xxxxx Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA17. As of the date of this Agreement, W. P. Xxxxx, in the exercise of its duties as advisor to CPA17 pursuant to the CPA17 Advisory Agreement, does not have Knowledge of the existence of any applicable lawfact, event or circumstance that constitutes a CPA17 Material Adverse Effect.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock, Parent Series D Preferred Stock and Parent Series E Preferred Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company's filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None of (a) As subsequently updated, amended, modified or adjusted pursuant to Section 8.4, the information supplied relating to Remainco or Spinco and their respective Subsidiaries, the Spinco Business, or the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by Trenwick Remainco or Spinco or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (i) the Split Off TO and the Proxy Statement will not, on the date the Split Off TO (if applicable) and the Proxy Statement, respectively, are first mailed to the Remainco stockholders or the RMT Partner shareholders (as applicable), (ii) the Distribution Registration Statement on Form S-4 (and the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willRMT Partner Registration Statement will not, at the time the Form S-4 is Distribution Registration Statement and the RMT Partner Registration Statement (and in each case any amendment or supplement thereto), respectively, are filed with the SEC, are declared effective by the SEC or are first mailed to the RMT Partner shareholders or Remainco stockholders (as applicable), (iii) the Proxy Statement will not, at any the time it is amended or supplemented of the RMT Partner Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at the time it becomes effective under closing of the Securities ActExchange Offer (as applicable), or (v) the RMT Partner Registration Statement will not, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Notwithstanding the foregoing provisions of this Section 6.24(a), no representation or warranty is made by Remainco or Spinco with respect to information and documents referred to or statements made or incorporated by reference in the previous two sentences are herein referred to as the "Joint Proxy StatementSecurities Filings, which information or statements were not supplied by or on behalf of Remainco or Spinco." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company and Company OP for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes such document is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) the Joint Proxy Statement will, at the date that it is first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with , at the transactions contemplated hereby date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in this Section 3.06 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Parent OP or any applicable lawof their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick Easterly for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form F-4 or Form S-4 (the "Form S-4"as elected by Sirius) to be filed with the SEC by New Holdings relating to Sirius in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Merger (the “Registration Statement”) will, at the time the Form S-4 Registration Statement is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light (b) the Proxy Statement will, at the date it or any amendment or supplement thereto is filed with the SEC or mailed to holders of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices shares of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with Easterly Common Stock or at the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as time of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, Easterly Stockholders Meeting contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleading. The information and documents referred to in misleading or (c) the previous two sentences Warrant Offer Documents will, at the date they or any amendments or supplements thereto are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection filed with the transactions contemplated hereby will comply as SEC or mailed to form holders of the Easterly Warrants or at the time of the closing of the Warrant Tender Offer contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with light of the provisions circumstances in which they are made, not misleading (except, in each case, that no representation or warranty is made by Easterly to such portions thereof that relate expressly to Sirius, Merger Sub or any of any applicable lawtheir Subsidiaries or to statements made or incorporated by reference therein based on information supplied by or on behalf of Sirius or Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or -------------------- to be supplied by Trenwick Parent or Sub specifically for inclusion or incorporation by reference in (i) the Registration Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, (iv) the Proxy Statement on or (v) the Form S-4 (will, in the "Form S-4") to be case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by New Holdings relating or first published, sent or given to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of TrenwickCompany's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to misleading or, in the previous two sentences are herein referred to as case of the "Joint Form S-4, at the time it becomes effective under the Securities Act, or, in the case of the Proxy Statement." All documents , if any, at the time the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that Trenwick no representation or warranty is responsible for filing with any Governmental Authority made by Parent or Sub in connection with any of the transactions contemplated hereby foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the provisions requirements of the Exchange Act, except that no representation or warranty is made by Parent or Sub in connection with any applicable lawof the foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick Xxxxxxx for inclusion or incorporation in- corporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") F-4 to be filed with the SEC by New Holdings relating to Shire in connection with the New Holdings issuance of Ordinary Shares comprising LaSalle Consideration and Trenwick Consideration Shire ADSs in the Merger (the "Form F-4") will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(ii) the UK Disclosure Documents will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of on the date the Joint Proxy Statement is UK Disclosure Documents are first mailed to such the shareholders and on of Shire or at the date time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofShire shareholders meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information and documents referred to ; provided, however, that, in the previous two sentences are herein referred case of clause (a) and (b), no representation or covenant is made by the Company with respect to as the "statements made therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the Registration Statement and the first sentence of Section 5.8, the Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus and the transactions contemplated hereby Registration Statement will comply as to form in all material respects with with, as applicable, the provisions of any applicable lawthe Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or covenant is made by the Company with respect to the statements made therein based on information supplied by Parent, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle issuance of the Stock Consideration and Trenwick Consideration (the “Form S-4 Registration Statement”) will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements they were made, not misleading. The letters to shareholders, notices None of meetings, proxy statements and forms of proxies the information supplied or to be distributed supplied by or on behalf of the Company for inclusion or incorporation by reference in the joint proxy statement to shareholders of LaSalle Holdings be filed with the SEC and stockholders of Trenwick, respectively, sent to the Stockholders in connection with the Plans Company Proposal and to the transactions contemplated herebyParent’s shareholders in connection with the Parent Proposals (including any amendments or supplements thereto, except information supplied by LaSalle Holdings in writing for inclusion in the “Joint Proxy Statement (as defined herein)Statement”) will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders the Company’s and on Parent’s stockholders or at the date time of the meetings of Trenwick's stockholders Company Stockholders’ Meeting or LaSalle Holdings' shareholders, as Parent Stockholders’ Meeting or at the case may be, and the date time of any postponement amendment or adjournment supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Common Stock, Parent Series D Preferred Stock and Parent Series E Preferred Stock issuable in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company’s filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None of the information supplied or to -------------------- be supplied by Trenwick the Company specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger (the "S-4"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters , and (ii) the proxy statement relating to shareholders, notices of meetings, proxy statements and forms of proxies the Company Stockholder Meeting to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans Merger (the "Proxy Statement") will, at the date mailed to stockholders and at the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as time of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information If at any time prior to the Effective Time any event in respect of the Company, its officers and documents referred directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the previous two sentences are herein referred to as S-4 or the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the transactions contemplated hereby SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation is made under this Section 3.7 with respect to any applicable lawstatements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by the Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Trenwick UEC or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended SEC or supplemented or at the time when it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light and none of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies information supplied or to be distributed supplied by UEC or any of its Subsidiaries and included or incorporated by reference in the Proxy Statement will, at the date mailed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, NDS or at the time of the meeting of such stockholders to be held in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The If at any time prior to the Effective Time any event with respect to UEC or any of its Subsidiaries, or with respect to other information and documents referred to supplied by UEC or any of its Subsidiaries for inclusion in the previous two sentences are herein referred Proxy Statement or S-4, shall occur that is required to as be described in an amendment of, or a supplement to, the "Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement." All documents that Trenwick is responsible , insofar as it relates to UEC or Subsidiaries of UEC or other information supplied by UEC or any of its Subsidiaries for filing with any Governmental Authority in connection with the transactions contemplated hereby inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representations or warranties are made by UEC with respect to statements made or incorporated by reference therein based on information supplied by NDS or any applicable lawof NDS's Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by Trenwick Pubco or the Cayman Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) or stock exchange (including the NYSE) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement on Form S-4 Statement; or (c) in the "Form S-4") to be filed with the SEC by New Holdings relating mailings or other distributions to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at holders of Purchaser Securities or Pubco’s stockholders and/or prospective investors with respect to the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement consummation of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings this Agreement or in writing for inclusion any amendment to any of documents identified in the Joint Proxy Statement (as defined hereina) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The None of the information supplied or to be supplied by Pubco or the Cayman Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and documents referred the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the previous two sentences statements therein, in light of the circumstances under which they are herein referred made, not misleading. Notwithstanding the foregoing, neither Pubco nor the Cayman Merger Sub makes any representation, warranty or covenant with respect to as any information supplied by or on behalf of Purchaser, the "Joint Proxy StatementTarget Companies, the Shareholders or any of their respective Affiliates." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. The representations or warranties of MICT in this ‎Article III are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by Trenwick MICT, including without limitation the MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in the Registration Statement any Current Report on Form S-4 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with including the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit ) with respect to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion this Agreement or any Ancillary Documents; (b) in the Joint Proxy Statement Statement; or (as defined hereinc) in the mailings or other distributions to Intermediate and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and documents referred the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the previous two sentences statements therein, in light of the circumstances under which they are herein referred made, not misleading. Notwithstanding the foregoing, MICT makes no representation, warranty or covenant with respect to as the "Joint Proxy Statementany information supplied by or on behalf of Intermediate, Beijing Brookfield, ParagonEx or their Affiliates." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied provided by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters , or (b) the proxy statement relating to shareholdersthe Company Stockholders’ Meeting (such proxy statement as amended or supplemented from time to time, notices of meetingsthe “Proxy Statement”) will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date Company’s stockholders or at the time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof based on information supplied by Parent for inclusion therein, with respect to which no representation is made by the 20 Company or any of its Subsidiaries) and documents referred the Form S-4 (solely with respect to in the previous two sentences are herein referred portion thereof relating to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Company Stockholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of any applicable lawthis Section 4.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4, or the Proxy Statement which were not supplied by or on behalf of the Company.

Information Supplied. The representations or warranties of MICT in this ‎Article V are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by Trenwick MICT, including without limitation the MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement on Form S-4 Statement; or (c) in the "Form S-4") mailings or other distributions to be filed BNN or ParagonEx shareholders and/or prospective investors with the SEC by New Holdings relating respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement consummation of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings this Agreement or in writing for inclusion any amendment to any of documents identified in the Joint Proxy Statement (as defined hereina) through (c), will notwill, as of the date the Joint Proxy Statement is first when filed, made available, mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholdersdistributed, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and documents referred the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the previous two sentences statements therein, in light of the circumstances under which they are herein referred made, not misleading. Notwithstanding the foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by or on behalf of BNN and BI China or their respective Affiliates. No representations and warranties in this Section 5.23 are being given as to the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority Subsidiaries or business assets to be spun-off in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSpin-Off.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating any document submitted to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willApplicable Court or the Company’s shareholders or (if applicable) creditors in connection with obtaining the Court Approval, including the Information Statement (as defined in Section 5.2(a)) (a “Company Disclosure Document”), at the time the Form S-4 is filed with the SEC(as amended or supplemented), at any the time it is amended provided to such shareholders or supplemented creditors or at the time it becomes effective under of the Securities Act, general meeting of the shareholders of the Company in connection with the Transactions (the “Company General Meeting”) or (if applicable) any meeting of the creditors of the Company in connection with the Transactions will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholdersTo the extent applicable, notices none of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing the Company for inclusion or incorporation by reference in any Registration Statement, at the Joint Proxy Statement time filed (as defined hereinamended or supplemented), will not, as at the effective time of the date Registration Statement or at the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, Effective Time will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Company Disclosure Documents will comply as to form in all material respects with the provisions of any applicable lawrequirements of the Companies Law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Parent or Merger Sub which is contained or incorporated by reference in the Company Disclosure Documents or any Registration Statement.

Information Supplied. None of the The information supplied or to be supplied in writing by Trenwick Redfish for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4 pursuant to which shares of Dorado Common Stock issued in the Merger will be registered under the Securities Act (the "Form S-4"“Registration Statement”) to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willwill not, at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which such statements they were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing by Redfish for inclusion in the proxy statement/prospectus to be sent to the Redfish Stockholders relating to the Redfish Stockholders Meeting and the proxy statement to be sent to the Dorado Stockholders relating to the Dorado Stockholders Meeting (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement (as defined herein), Statement”) will not, as of at the date time the Joint Proxy Statement is first mailed published, sent or given to such shareholders Redfish Stockholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofDorado Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information misleading and documents referred will not, at the time of the Redfish Stockholders Meeting or at the time of the Dorado Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the previous two sentences are herein referred to as solicitation of proxies for the "Joint Proxy StatementRedfish Stockholders Meeting or the Dorado Stockholders Meeting that shall have become false or misleading in any material respect." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable law.

Information Supplied. None of the information supplied or to be supplied by Trenwick Parent or Merger Sub for inclusion or incorporation by reference in the Registration Statement (a) any Current Report on Form S-4 (the "Form S-4") to be filed 8-K or any other report, form, registration, or other filing made with the SEC by New Holdings relating any Governmental Authority with respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration transactions contemplated hereby or (b) the Proxy Statement will, at the time the Form S-4 is filed with the SEC, at any time date it is amended or supplemented first mailed to Parent’s stockholders and warrantholders or at the time it becomes effective under of the Securities ActStockholder Meeting or Warrantholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters Proxy Statement will comply as to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, form in connection all material respects with the Plans requirements of the Exchange Act and the transactions contemplated herebyrules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based solely on information supplied by LaSalle Holdings the Company in writing for inclusion or incorporation by reference in the Joint Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement (as defined herein)shall, will notat the time such document is filed, as of at the date time amended or supplemented, or at the Joint time the Proxy Statement is first mailed to such shareholders and on declared effective by the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any applicable lawinformation supplied by the Company which is contained in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied -------------------- by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Parent Common Stock in the Merger, or any of the amendments or supplements thereto (collectively, the "Form S-4") -------- will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings, and (ii) the proxy statements and forms of proxies statement to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and Company's meeting of stockholders to vote upon this Agreement or any of the transactions contemplated herebyamendments or supplements to such proxy statement (collectively, except information supplied by LaSalle Holdings in writing for inclusion in the Joint "Proxy Statement (as defined hereinStatement"), will notwill, as at the date it is first --------------- mailed to the Company's stockholders and at the time of the date the Joint Proxy Statement is first mailed to such shareholders and on the date meeting of the meetings of TrenwickCompany's stockholders held to vote on approval of this Agreement, be false or LaSalle Holdings' shareholdersmisleading with respect to any material fact, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting (as defined herein) which has become false or misleading, except that no representation is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Statement. The information Proxy Statement and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Form S-4 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by Trenwick Parent or any Subsidiary of Parent for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be or any other document filed with the SEC in connection with the Merger or the other transactions contemplated by New Holdings relating to this Agreement will (i) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willcase of the Form S-4, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices (ii) in the case of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein)Statement, will not, as at the time of the date mailing thereof or at the Joint Proxy Statement time the Company Shareholder Meeting is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofheld, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iii) with respect to any other document to be filed by Parent with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Form S-4 and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing Statement will (with any Governmental Authority in connection with respect to Parent, its officers and directors and the transactions contemplated hereby will Subsidiaries of Parent) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.2(p), no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4, the Joint Proxy Statement or any applicable lawother document to be filed with the SEC in connection with the Merger or the other transactions contemplated by this Agreement that were not supplied by or on behalf of Parent or the Subsidiaries of Parent.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by Trenwick the Company or any Subsidiary of the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be or any other document filed with the SEC in connection with the Merger or the other transactions contemplated by New Holdings relating to this Agreement will (i) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willcase of the Form S-4, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices (ii) in the case of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein)Statement, will not, as at the time of the date mailing thereof or at the Joint Proxy Statement time the Company Shareholder Meeting is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofheld, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iii) with respect to any other document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information Form S-4 and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing Statement will (with any Governmental Authority in connection with respect to the transactions contemplated hereby will Company, its officers and directors and the Subsidiaries of the Company) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.1(q), no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4, the Joint Proxy Statement or any applicable lawother document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement that were not supplied by or on behalf of the Company or the Subsidiaries of the Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent pursuant to which shares of Parent Class B Common Stock issuable in the New Holdings Shares comprising LaSalle Consideration Merger and Trenwick Consideration willthe shares of Parent Class A Common Stock issuable upon conversion of Parent Class B Common Stock will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and documents referred not obtained from or incorporated by reference to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection Company’s filings with the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawSEC.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetingsor (ii) the Proxy Statement/Prospectus will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of at the date the Joint Proxy Statement it (and any amendment or supplement thereto) is first mailed to such shareholders and on the date stockholders of the meetings Company and, subject to Section 5.15, the stockholders of Trenwick's stockholders or LaSalle Holdings' shareholdersParent and at the time of the Company Stockholders Meeting and, as subject to Section 5.15, the case may be, and the date of any postponement or adjournment thereofParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company. The information and documents referred to contained in the previous two sentences are herein referred to as Registration Statement and the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus relating to Parent and Merger Sub and the transactions contemplated hereby Parent Stockholders Meeting will comply as to form in all material respects with the provisions requirements of any applicable lawthe Securities Act and the Exchange Act, respectively.

Information Supplied. None of the information supplied or to be supplied provided by Trenwick the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to Parent in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters , or (b) the proxy statement relating to shareholdersthe Company Stockholders’ Meeting (such proxy statement as amended or supplemented from time to time, notices of meetingsthe “Proxy Statement”) will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on the date Company’s stockholders or at the time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof based on information supplied by Parent for inclusion therein, with respect to which no representation is made by the Company or any of its Subsidiaries) and documents referred the Form S-4 (solely with respect to in the previous two sentences are herein referred portion thereof relating to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Company Stockholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of any applicable lawthis Section 4.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4, or the Proxy Statement which were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Trenwick or on behalf of Parent or HoldCo specifically for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration F-4 will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were they are made, not misleading. The letters to shareholders, notices of meetings(ii) the Proxy Statement/Prospectus will, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of at the date the Joint Proxy Statement it (and any amendment or supplement thereto) is first mailed to such shareholders and on the date stockholders of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, Company and the date stockholders of any postponement or adjournment thereofParent and at the time of the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Spanish Prospectus will, at the time it is filed with and approved by the CNMV, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; or (iv) the Parent Board Reports will, at the time they are first made available to the stockholders of Parent and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or HoldCo with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus. The information Form F-4 and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby /Prospectus will comply as to form in all material respects with the provisions requirements of any the Securities Act and the Exchange Act, respectively. The Parent Board Reports and the Spanish Prospectus will comply as to form in all material respects with the requirements of applicable lawLaw, including the CNMV and the Spanish Stock Exchanges/SIBE rules and regulations.

Information Supplied. None of the information supplied or to be supplied by Trenwick the Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willMerger (the "S-4"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which such statements they were made, not misleading. The letters , and (ii) the proxy statement relating to shareholders, notices of meetings, proxy statements the Company Stockholder Meeting (as hereinafter defined) and forms of proxies the Parent Stockholder Meeting (as hereinafter defined) if required to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans Merger and the transactions contemplated herebyShare Issuance (the "PROXY STATEMENT") will, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of at the date the Joint Proxy Statement is first mailed to such shareholders stockholders and on at the date times of the meetings of Trenwick's stockholders to be held in connection with the Merger or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofShare Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information If at any time prior to the Effective Time any event with respect to the Company, its officers and documents referred to directors or any of its subsidiaries should occur which is required in the previous two sentences are herein referred view of counsel to as the "Joint Company to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the transactions contemplated hereby SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder.

Information Supplied. None of The information relating to Parent, its Subsidiaries, US Holdco and the information supplied or Merger Subs to be supplied by Trenwick for inclusion or incorporation by reference contained in the Registration Statement on Joint Proxy Statement/Prospectus and the Form S-4 will not, on the date the Joint Proxy Statement/Prospectus (the "Form S-4"and any amendment or supplement thereto) is first mailed to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, shareholders of Parent or at the time the Form S-4 (and any amendment or supplement thereto) is filed with the SEC, at any time it is amended or supplemented declared effective or at the time it becomes effective under of the Securities ActParent Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with /Prospectus (other than the transactions contemplated hereby portions thereof relating solely to the meeting of the shareholders of the Company) and the Form S-4 will comply as to form in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the Parent, its Subsidiaries, US Holdco and the Merger Subs to be contained in the Irish Prospectus will not, on the date the Irish Prospectus (and any amendment or supplement thereto) is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing provisions of any applicable lawthis Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Prospectus, the Form S-4 or (if applicable) the Irish Prospectus which were not supplied by or on behalf of Parent.

Information Supplied. None of The Form S-4, the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in the Registration Proxy Statement and -------------------- a registration statement on Form S-4 10, under the Exchange Act, relating to the equity securities of DevCo. (the "Form S-410") to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willwill not, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, therein not misleading. The letters ; provided, -------- however, that no representation is made by the Company with respect to shareholders------- statements made therein based on information concerning, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied or incorporated by LaSalle Holdings in writing reference by Parent or Merger Sub for inclusion in the Joint Form S-4, the Proxy Statement (as defined herein), will not, as and the Form 10. None of the date information supplied by the Joint Proxy Statement is first mailed to such shareholders and on Company for inclusion or incorporation by reference in the Form S-4 will, at the date it becomes effective and at the time of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofCompany Stockholders Meeting, contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information and documents referred Subject to the provisions set forth in the previous two sentences are herein referred to as second preceding sentence, the "Joint Form S-4, the Proxy Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with Statement and the transactions contemplated hereby Form 10 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act, as appropriate, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Trenwick W. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") , the Proxy Statement/Prospectus or in any materials to be filed delivered by W. X. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (i) in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time case of the Form S-4 is filed with the SECS-4, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereofeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information and documents referred to , (ii) in the previous two sentences are herein referred to as case of the "Joint Proxy Statement." All documents that Trenwick /Prospectus, at the time of the mailing thereof or at the time the CPA18 Stockholder Meeting is responsible for filing with to be held, contain any Governmental Authority untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated hereby by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to W. X. Xxxxx, Mxxxxx Sub, their respective officers and directors, and the W. X. Xxxxx Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA18. As of the date of this Agreement, W. X Xxxxx, in the exercise of its duties as advisor to CPA18 pursuant to the CPA18 Advisory Agreement, does not have Knowledge of the existence of any applicable lawfact, event or circumstance that constitutes a CPA18 Material Adverse Effect.