Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings for inclusion or incorporation by reference in 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings 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 LaSalle Holdings the Company for inclusion or incorporation by reference in the Form S-4 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be filed held in connection with the SEC by New Holdings relating to Merger (all of the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration foregoing documents, collectively, the "Disclosure Statements") will, at the time date each and any of the Form S-4 Disclosure Statements is filed with mailed to stockholders of the SEC, at any time it is amended or supplemented or Company and at the time it becomes effective under of the Securities Actmeeting of stockholders of the Company to be held, if necessary, in connection with the 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 Disclosure Statements will comply as to shareholders, notices form in all material respects with all provisions of meetings, proxy statements and forms applicable law. None 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 Trenwick the Company in writing for inclusion in the Joint Proxy StatementDisclosure Statements or provided by the Company in the Schedule 14D-9 will, will not, as of at the date the Joint Proxy respective times that any Disclosure Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders 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. All documents that LaSalle Holdings 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 relating to -------------------- Richfood and its affiliates supplied or to be supplied in writing by LaSalle Holdings Richfood specifically for inclusion or incorporation by reference in 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 Schedule 14D-9 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents If at any time prior to the Effective Time, Richfood should become aware of any event relating to Richfood or any of its Subsidiaries that LaSalle Holdings is responsible for filing with any Governmental Authority required under applicable Law to be disclosed in connection with an amendment or supplement to the transactions contemplated hereby Schedule 14D-9, Richfood shall promptly so inform Dart and will furnish to Dart all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Schedule 14D-9. The Schedule 14D-1 will comply as to form in all material respects with the provisions requirements of the Exchange Act, and shall not, when filed with the SEC, contain any applicable lawuntrue 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 no agreement or representation hereby is made or shall be made by Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in the Schedule 14D-1, or with respect to information derived from the Dart Group SEC Reports which is included or incorporated by reference in the Schedule 14D-1.

Information Supplied. (i) None of the information supplied or to be supplied by LaSalle Holdings Anthem or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference in (A) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to Anthem in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Share Issuance, 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, 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 , and (B) the joint proxy statement for use relating to shareholders, notices the adoption by the stockholders of meetings, proxy statements Cigna of this Agreement and forms of proxies to be distributed to approval by the shareholders of LaSalle Holdings and stockholders Anthem of Trenwickthe Share Issuance, respectivelyor any of the amendments or supplements thereto (collectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the “Joint Proxy Statement”), will notwill, as of on the date the Joint Proxy Statement it is first mailed to such Anthem shareholders and on to Cigna stockholders or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, Anthem Shareholders Meeting (as the case may be, defined in Section 5.1(c)) and the date of any postponement or adjournment thereofCigna Stockholders Meeting (as defined in Section 5.1(b)), 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Form S-4 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of the information relating to -------------------- Dart and its affiliates supplied or to be supplied in writing by LaSalle Holdings Dart specifically for inclusion or incorporation by reference in 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 Offer Documents will, at the time respective times the Form S-4 is Offer Documents are 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents If at any time prior to the Effective Time Dart should become aware of any event relating to any Dart Company that LaSalle Holdings is responsible for filing with any Governmental Authority required by applicable Law to be set forth in connection with an amendment of, or supplement to, the transactions contemplated hereby Offer Documents, Dart shall promptly so inform Richfood and Merger Subsidiary and will furnish to Richfood and Merger Subsidiary all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Offer Documents. The Schedule 14D-9 will comply as to form in all material respects with the provisions Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any applicable lawmaterial 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 no agreement or representation hereby is made or shall be made by Dart with respect to information supplied by Richfood or Merger Subsidiary in writing expressly for inclusion in the Schedule 14D-9.

Information Supplied. None The Company (at the direction of the Special Committee) shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company (at the direction of the Special Committee) shall cooperate with Dimensional and Merger Sub in the preparation and filing by Dimensional and Merger Sub with the SEC, as promptly as reasonably practicable after the date of this Agreement, a Schedule 13E-3 under Rule 13e-3 under the Exchange Act (such Schedule 13-E-3, including any amendment or supplement thereto, the “Schedule 13E-3”). The Proxy Statement shall include the notice of meeting in the form required by Delaware law (including, without limitation, the notice of availability of dissenters’ rights). Each of the Company, Dimensional and Merger Sub agrees, as to itself and its Subsidiaries, to use its commercially reasonable efforts to ensure that the Proxy Statement and Schedule 13E-3 as filed by it will comply in all material respects with the applicable provisions of the Exchange Act. Dimensional agrees that none of the information supplied by it or to be supplied by LaSalle Holdings any of its Subsidiaries for inclusion or incorporation by reference in the Form S-4 to be filed with Proxy Statement or Schedule 13E-3, and 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 Company agrees that 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 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 Trenwick in writing it for inclusion or incorporation by reference in the Joint Proxy StatementStatement or Schedule 13E-3, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings 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 LaSalle Holdings the Company for inclusion or incorporation by reference in (i) 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, 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 of the circumstances under which such statements were made, therein not misleading. The letters to shareholders, notices of meetings(ii) the 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 Trenwick in writing for inclusion in the Joint Proxy Statement, 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 LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and 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 are made, not misleading, or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent or given to holders of Subordinated Notes, as the case may be, or at the time the Debt Offer is consummated, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in connection all material respects with the transactions contemplated hereby requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Proxy 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 is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Form S-4 and the Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and not by Newco.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings or on behalf of ARPI and ARP OP in writing for inclusion or incorporation by reference in the Form S-4 to be filed with or the SEC by New Holdings relating to Prospectus/Proxy Statement will (a) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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) in the case of the Prospectus/Proxy Statement, at the time the Prospectus/Proxy Statement is first mailed to ARPI’s stockholders or at the time of the ARPI 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. All documents that LaSalle Holdings The Form S-4, at the time it becomes effective under the Securities Act, and the Prospectus/Proxy Statement, at the time it is responsible for filing first mailed to ARPI’s stockholders or at the time of the ARPI Stockholder Meeting, will (with any Governmental Authority in connection with respect to ARPI, its officers and directors and the transactions contemplated hereby will ARPI Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement that were not supplied by or on behalf of ARPI, ARP OP or any applicable lawof their respective Representatives.

Information Supplied. None of the information supplied or to be supplied provided in writing by LaSalle Holdings the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to ETP in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Common Units 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 (b) the circumstances under which such statements were made, not misleading. The letters proxy statement/prospectus relating 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 Stockholders’ Meeting (the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint “Proxy 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 at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and 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 light of the circumstances under which they were made, not misleading. All documents that LaSalle Holdings The Proxy Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting but excluding any portion thereof based on information supplied by ETP or Merger Sub 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 3.12, 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/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 LaSalle Holdings VEREIT for inclusion or incorporation by reference in (i) the Form S-4 to be filed with or the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Form 10 will, at the time the applicable 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 not misleading, (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the 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 they were made, not misleading. The letters to shareholdersmisleading or (iii) the OfficeCo Distribution 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on at the date of effectiveness of the meetings Form 10 and of LaSalle Holdings' shareholders or Trenwick's mailing to stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Joint Proxy Statement/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 of the SEC thereunder, except that no representation or warranty is made by VEREIT with respect to statements made or incorporated by reference therein based on information supplied by Realty Income for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings in writing on or behalf of the REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Form S-4 to be filed with REIT III Proxy Statement will, at the SEC by New Holdings relating time it is first mailed to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willREIT III stockholders, at the time of the REIT III Stockholders Meeting, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any untrue statement of 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will 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 or on behalf of the REIT III Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company or any of its Affiliates, directors, officers, employees, agents or representatives in writing specifically for inclusion or incorporation by reference in, and which is included or incorporated by reference in, (i) the S-4 Registration Statement or any amendment or supplement thereto filed or to be filed by Parent with the Commission under the Securities Act in connection with the Class A Liberty Group Stock to be issued in the Form S-4 Merger (or any other securities issued or deemed to be issued in connection with this Agreement and the transactions contemplated hereby), (ii) the Proxy Statement or (iii) any other documents filed or 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 Commission or 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, other Governmental Entity in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion will, at the respective times such documents are filed, and, in the Joint Proxy Statement, will not, as case of the date S-4 Registration Statement or any amendment or supplement thereto, when the Joint same becomes effective, at the time of the Special Meeting and at the Effective Time, and, in the case of the Proxy Statement is first mailed to such shareholders and on or any amendment or supplement thereto, at the date time of mailing of the meetings Proxy Statement to the Company's stockholders and at the time of LaSalle Holdings' shareholders the Special Meeting or Trenwickany other meeting of the Company's stockholdersstockholders to be held in connection with the Merger, as the case may bebe false or misleading with respect to any material fact, 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 misleadingmisleading or necessary to correct any statement in any earlier communication. All documents For this purpose, any such information included or incorporated by reference in any such document will be deemed to have been so supplied in writing specifically for inclusion or incorporation therein if such document was available for review by the Company a reasonable time before such document was filed (but the foregoing shall not be the exclusive manner in which it may be established that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with such information was so supplied). The S-4 Registration Statement (to the transactions contemplated hereby extent that the Proxy Statement constitutes the prospectus thereunder) and the Proxy Statement will comply as to form in all material respects with the applicable provisions of any applicable lawthe Securities Act, the Exchange Act and the respective rules and regulations under each such Act.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings Comcast for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Mergers will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, “Registration Statement”) shall 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, 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 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 Trenwick in writing Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the “Joint Proxy Statement, will ”) to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Comcast Merger (the “Comcast Shareholders’ Meeting”) and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the “AT&T Shareholders’ Meeting”) shall not, as of on the date the Joint Proxy Statement is first mailed to such the shareholders of each of Comcast and on AT&T, at the date time of the meetings Comcast Shareholders’ Meeting, at the time of LaSalle Holdings' shareholders the AT&T Shareholders’ Meeting or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings 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 LaSalle Holdings Company for inclusion or incorporation by reference in (a) (i) the Form S-4 Offer Documents, (ii) the information to be filed by Company in connection with the SEC by New Holdings relating Offer pursuant to Rule 14f-1 under the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Exchange Act (the "Information Statement"), or (iii) the Schedule 14D-9 will, at the time the Form S-4 it is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actsupplemented, 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 to shareholders, notices of meetingsor (b) the 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on stockholders of Company or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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, except that in each case no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein. All documents that LaSalle Holdings is responsible for filing with Except as set forth in the Filed Company SEC Documents, at the date of the most recent audited financial statements of Company included in the Filed Company SEC Documents, neither Company nor any Governmental Authority of its subsidiaries had, and since such date neither Company nor any of such subsidiaries has incurred, any claims, liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in connection with the transactions contemplated hereby aggregate, could reasonably be expected to have a Material Adverse Effect on Company. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act, except that in each case no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided in writing by LaSalle Holdings the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to ETP in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of Common Units 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 (b) the circumstances under which such statements were made, not misleading. The letters proxy statement/prospectus relating 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 Shareholders’ Meeting (the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint “Proxy Statement/Prospectus”) will, will not, as of at the date the Joint Proxy Statement it is first mailed to such the Company’s shareholders and on at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofShareholders’ 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. All documents that LaSalle Holdings The Proxy Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Shareholders’ Meeting but excluding any portion thereof based on information supplied by ETP or Merger Sub 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 3.12, 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/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 supplied) in writing by LaSalle Holdings or on behalf of Great Lakes specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating Crompton in connection with the issuance of shares of Crompton 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 S-4, or any amendments or supplements thereto, are 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 the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date or (b) the Joint Proxy Statement will, on the date it is first mailed to such shareholders stockholders of Great Lakes and on the date stockholders of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may beCrompton, and at the date time of any postponement or adjournment thereofGreat Lakes Stockholders Meeting and the Crompton 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. All documents that LaSalle Holdings is responsible Notwithstanding the foregoing, Great Lakes makes no representation or warranty with respect to any information supplied (or to be supplied) by or on behalf of Crompton or Merger Sub for filing with inclusion or incorporation by reference in any Governmental Authority in connection with of the transactions contemplated hereby will comply as to form in all material respects with the provisions of any applicable lawforegoing documents.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Xxxx-Xxxxx for inclusion or incorporation by reference in (a) 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 Registration Statement will, 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 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, 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 Trenwick in writing for inclusion in or (b) the Joint Proxy Statement, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders the Spartan Stores Shareholders or Xxxx-Xxxxx Stockholders and on at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, Spartan Stores Shareholder Meeting and the date of any postponement or adjournment thereofXxxx-Xxxxx Stockholder Meeting, 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 are made, not misleading. All documents that LaSalle Holdings The Joint Proxy Statement (other than the portions thereof relating solely to the Spartan Stores Shareholder Meeting), at the time the Joint Proxy Statement is responsible for filing with any Governmental Authority in connection filed with the transactions contemplated hereby SEC, at any time it is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to the Spartan Stores Shareholders and Xxxx-Xxxxx Stockholders, 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 Xxxx-Xxxxx with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Spartan Stores or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings each of Pubco, Merger Sub I and Merger Sub II 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, (b) in the Form S-4 to be filed with Registration Statement or (c) in the SEC by New Holdings relating mailings or other distributions to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration SPAC Shareholders, the Pubco Shareholder or the Merger Subs’ shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c), will, at the time the Form S-4 is filed with the SECwhen filed, at any time it is amended made available, mailed 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholdersdistributed, 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. All documents that LaSalle Holdings is responsible None of the information supplied or to be supplied by each of Pubco, Merger Sub I and Merger Sub II expressly for filing 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. Notwithstanding the foregoing, each of Pubco, Merger Sub I and Merger Sub II does not make any warranty or covenant with respect to any Governmental Authority in connection with information supplied by or on behalf of SPAC, the transactions contemplated hereby will comply as to form in all material respects with Target Companies, the provisions Company Shareholders or any of any applicable lawtheir respective Affiliates.

Information Supplied. None of the (i) The information supplied or to be supplied by LaSalle Holdings the Company specifically for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, "Registration Statement") shall 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, 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 such statements they 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 the Company specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to shareholders of LaSalle Holdings be included in the Registration Statement and to be sent to the stockholders of Trenwick, respectively, the Company in connection with the Plans meeting of Company stockholders party to the Stockholders Agreement, dated as of August 2, 1999, between the Company and the transactions contemplated herebystockholders party thereto, except information supplied by Trenwick in writing as amended, modified or supplemented prior to the date hereof (the "Company Stockholders Agreement") held pursuant to Section 2.1 of the Company Stockholders Agreement for inclusion in the Joint Proxy Statementpurposes of adopting this Agreement and the Merger (the "Founders Pre-Meeting") and/or the Company stockholders meeting to adopt this Agreement and the Merger (collectively, will the "Company Stockholders Meeting") shall not, as of on the date the Joint Proxy Statement is first mailed to such shareholders and on the date stockholders of the meetings Company or at the time of LaSalle Holdings' shareholders the Company Stockholders Meeting or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement will, at the transactions contemplated hereby will time of the Company Stockholders Meeting, 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 REIT II or to be supplied any REIT II Subsidiary contained or incorporated by LaSalle Holdings reference in the Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 to be any document filed with any other Governmental Authority in connection with the SEC 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 mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented declared effective 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will 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 the REIT I Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "S-4") to be filed with the SEC by New Holdings Parent relating to the New Holdings Parent Shares comprising LaSalle the Company Scheme Consideration and Trenwick the Parent Scheme 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, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings the Company and stockholders of TrenwickParent, respectively, in connection with the Plans Schemes and the transactions contemplated hereby, except information supplied by Trenwick Parent in writing for inclusion in the Joint Proxy StatementStatement (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 LaSalle Holdings' the Company's shareholders or TrenwickParent's stockholdersshareholders, 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, 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 LaSalle Holdings the Company 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 relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by LaSalle Holdings reference in the REIT II Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 to be any document filed with any other Governmental Authority in connection with the SEC 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 REIT II Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT II Stockholders Meetings, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply as to form in all material respects with the provisions applicable requirements of any applicable law.the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT I Parties. Section 5.23

Information Supplied. (a) None of the information supplied or to be supplied by LaSalle Holdings the Moon Parties for inclusion or incorporation by reference in (i) 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement/Prospectus will, will not, as of on the date the Joint Proxy Statement it is first mailed to such Moon stockholders or Comet shareholders and on or at the date time of the meetings of LaSalle Holdings' shareholders Moon Stockholders Meeting or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofComet 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 were made, not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection , (iii) the Exchange Offer Documents will, on the date first filed with the transactions contemplated hereby 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 Form S-4 (including the Proxy Statement/Prospectus) and the Exchange Offer Documents will comply as to form in all material respects with the applicable provisions of any applicable lawthe Exchange Act, subject, in the case of the portions supplied by the Comet Parties, to the accuracy of the last sentence of Section 5.8(a).

Information Supplied. None of (a) The information relating to Pluto, Spinco, Spinco Sub and their respective Subsidiaries, the information supplied Spinco Business, or the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by LaSalle Holdings Pluto, Spinco, Spinco Sub or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (i) the Form S-4 to be filed with Split Off TO and the SEC by New Holdings relating Proxy Statement/Prospectus will not, on the date the Split Off TO (if applicable) and the Proxy Statement/Prospectus, respectively, are first mailed to the New Holdings Shares comprising LaSalle Consideration Pluto stockholders or the Utah shareholders (as applicable), (ii) the Distribution Registration Statement and Trenwick Consideration willthe Combination Registration Statement will not, at the time the Form S-4 is Distribution Registration Statement and the Combination 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 Utah shareholders or Pluto stockholders (as applicable), (iii) the Proxy Statement/Prospectus will not, at any the time it is amended or supplemented of the Utah 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 ActSplit Off Exchange Offer (as applicable), or (v) the Combination 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings 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 LaSalle Holdings for inclusion or incorporation by reference in the Form S-4 to be filed with the SEC by New Holdings relating to the New Holdings Company and its Subsidiaries to be contained in the joint proxy statement in preliminary and definitive form relating to the Company Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares comprising LaSalle Consideration issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and Trenwick Consideration willthe registration statement on Form S-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the shareholders of the Company and 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 ActCompany 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Joint Proxy Statement/Prospectus (other than the transactions contemplated hereby portions thereof relating solely to the meeting of the shareholders of Parent) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. 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 Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings CPA14 in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be filed delivered to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (a) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings , (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the CPA14 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 (c) 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 CPA14, its officers and directors and the CPA14 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 or Merger Sub.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings for inclusion or incorporation by reference in the Form S-4 to be filed with the SEC by New Holdings relating to the New Holdings Company and its Subsidiaries to be contained in the joint proxy statement in preliminary and definitive form relating to the Company Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares comprising LaSalle Consideration issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and Trenwick Consideration willthe registration statement on Form S-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and 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 ActCompany 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Joint Proxy Statement/Prospectus (other than the transactions contemplated hereby portions thereof relating solely to the meeting of the shareholders of Parent) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. 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 Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Company.

Information Supplied. None Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by LaSalle Holdings it or its subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-1 and the Schedule 14D-9 will, at the time of filing thereof and at the time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on 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 Preferred Stock in the Merger (including the information statement or proxy statement (as applicable) 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 the statements therein, in light of the circumstances under which such statements they were made, not misleading. The letters misleading and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders, notices stockholders of meetings, proxy statements the Company and forms of proxies Parent and at the times of the meetings of stockholders of the Company and of Parent to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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 made, not misleading. All documents that LaSalle Holdings 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 The Form S-4, the Proxy Statement and a registration statement on Form 10, under the Exchange Act, relating to the equity securities of DevCo. (the information supplied or to be supplied by LaSalle Holdings for inclusion or incorporation by reference in the "Form S-4 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 the Company with respect to shareholdersstatements 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 Trenwick in writing reference by Parent or Merger Sub for inclusion in the Joint Form S-4, the Proxy Statement, will not, as Statement 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 LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority Subject to the provisions set forth in connection with the transactions contemplated hereby second preceding sentence, the Form S-4, the Proxy Statement and the 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 The information supplied or to be supplied by LaSalle Holdings Comcast for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Mergers will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, "Registration Statement") shall 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, 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 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 Trenwick in writing Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Joint Proxy Statement, will ") to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Comcast Merger (the "Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the "AT&T Shareholders' Meeting") shall not, as of on the date the Joint Proxy Statement is first mailed to such the shareholders of each of Comcast and on AT&T, at the date time of the meetings Comcast Shareholders' Meeting, at the time of LaSalle Holdingsthe AT&T Shareholders' shareholders Meeting or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings 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 LaSalle Holdings Schlumberger or any of its Subsidiaries for inclusion or incorporation by reference in 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 Schlumberger 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, Camco 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to Schlumberger or any of its Subsidiaries, or with respect to other information supplied by Schlumberger or any of its Subsidiaries for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the transactions contemplated hereby SEC. The Proxy Statement, insofar as it relates to Schlumberger or Subsidiaries of Schlumberger or other information supplied by Schlumberger or any of its Subsidiaries for 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 Schlumberger with respect to statements made or incorporated by reference therein based on information supplied by Camco or any applicable lawof Camco's Subsidiaries.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings the Company in writing expressly for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by LinnCo in connection with the SEC by New Holdings relating to issuance of LinnCo Common Shares in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willLinnCo Merger (the “Form S-4”) shall 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by any Linn Party in writing expressly for inclusion therein. All documents that LaSalle Holdings The information supplied or to be supplied by the Company in writing expressly for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the Company Stockholders’ Meeting, the LinnCo Shareholders’ Meeting and the Linn Members’ Meeting included in the Form S-4 will not, at the time the Joint Proxy Statement/Prospectus is responsible for filing with first mailed to the stockholders of the Company, the shareholders of LinnCo or the members of Linn, as applicable, and at the time of any Governmental Authority meeting of Company stockholders, LinnCo shareholders or Linn members to be held in connection with the transactions contemplated hereby Mergers and the Contribution and 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 are made, not misleading, 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 the Linn Parties in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by the Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by the Linn Parties in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the 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 in writing by LaSalle Holdings or on behalf of Nova II or any Nova II Subsidiary for inclusion or incorporation by reference in (i) 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 such document is declared effective by the SEC, 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 (ii) the Proxy Statement will, at the date it becomes is first mailed to the common stockholders of Nova II, at the time of the Nova II Stockholders Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Nova II 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings Nova II or any Nova II Subsidiary is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby Mergers, to the extent relating to Nova II or any Nova II Subsidiary or other information supplied by or on behalf of Nova II or any Nova II 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 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. The representations and warranties contained in this Section 4.02(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova II by or on behalf of the Other Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company 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 Form S-4 to be filed transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC by New Holdings relating or mailings to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Company’s stockholders as it relates to the Super 8-K 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders filing or Trenwick's stockholdersmailing, 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 misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Shuhai Subsidiaries or that is included in the SEC filings or mailings). All documents that LaSalle Holdings is responsible None of the information supplied or to be supplied by the Company and the Shuhai Subsidiaries expressly for filing with inclusion or incorporation by reference in any Governmental Authority in connection 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 “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 Shuhai Subsidiaries or that is included in the Ancillary Public Disclosures).

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings Caremark for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of CVS Stock issuable in the Merger will be filed registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by New Holdings relating the SEC (or, with respect to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willany post-effective amendment or supplement, at the time the Form S-4 is filed with the SEC, at any time it is amended such post-effective amendment or supplemented or at the time it supplement becomes effective under the Securities Act, 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 such statements they were made, not misleading. The letters to shareholdersinformation supplied by Caremark for inclusion in the joint proxy statement/prospectus, notices of meetingsor any amendment or supplement thereto, proxy statements and forms of proxies to be distributed sent to shareholders of LaSalle Holdings the Caremark stockholders and CVS stockholders of Trenwick, respectively, in connection with the Plans Merger and the other transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in this Agreement (the “Joint Proxy Statement, will ”) shall not, as of on the date the Joint Proxy Statement is first mailed to such shareholders the stockholders of each of Caremark and on CVS, at the date time of the meetings Caremark Stockholder Approval or at the time of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofCVS Stockholder Approval, 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. All documents that LaSalle Holdings is responsible The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Joint Proxy Statement based upon information furnished by CVS or any of its representatives specifically 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 lawuse or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided in writing by LaSalle Holdings the Partnership specifically for inclusion or incorporation by reference in (a) the registration statement on 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 Units 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 (b) the circumstances under which such statements were made, not misleading. The letters proxy statement/prospectus relating 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 Partnership Unitholders’ Meeting (the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint “Proxy Statement/Prospectus”) will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders the Partnership’s unitholders and on at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofPartnership 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 made, not misleading. All documents that LaSalle Holdings The Proxy Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Partnership Unitholders’ Meeting, but excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is responsible for filing with made by the 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 Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by LaSalle Holdings it or its Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-1 and the Schedule 14D-9 will, at the time of filing thereof and at the time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on 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 and Trenwick Consideration Parent Preferred Stock in the Merger (including the information statement or proxy statement (as applicable) and 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 the statements therein, in light of the circumstances under which such statements they were made, not misleading. The letters , and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders, notices stockholders and at the times of meetings, proxy statements and forms the meetings of proxies stockholders of the Company to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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 made, not misleading. All documents that LaSalle Holdings 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 relating to Terra REIT or to be supplied any Terra REIT Subsidiary contained or incorporated by LaSalle Holdings reference in the Proxy Statement or the Form S-4 or that is provided by Terra REIT or any Terra REIT Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 to be any document filed with any other Governmental Authority in connection with the SEC 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 mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented declared effective 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Terra REIT 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. All documents that LaSalle Holdings Terra REIT is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to Terra REIT, its officers, directors and partners and the Terra REIT Subsidiaries (or other information supplied by or on behalf of Terra REIT or any Terra REIT Subsidiaries for inclusion therein) will 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 the Terra BDC.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Company for inclusion or incorporation by reference in (i) 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 Schedule 14D-9 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actsupplemented, 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders Company's stockholders and on at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and 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 are made, not misleading, or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent to Company's stockholders, or at the time the Offer is consummated, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Schedule 14D-9 and the transactions contemplated hereby Proxy 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 is made by Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Schedule 14D-9 and the Proxy Statement relating to the federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by Company and not by Parent or Newco.

Information Supplied. None of the information relating to Li3 or any Li3 Subsidiary, which is supplied or to be supplied by LaSalle Holdings Li3 or any Li3 Subsidiary expressly for inclusion or incorporation by reference in the Form S-4 to be filed filings with the SEC by New Holdings relating or the mailings to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Company’s shareholders and/ or the Li3’s stockholders as it relates to the Tender Offer, the Registration Statement or the Proxy 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders filing or Trenwick's stockholdersmailing, 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 misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the SEC filings or mailings). All documents that LaSalle Holdings is responsible None of the information supplied or to be supplied by Li3 and the Li3 Subsidiaries expressly for filing with inclusion or incorporation by reference in any Governmental Authority in connection 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 “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 order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the Ancillary Public Disclosures). Notwithstanding the foregoing, Li3 makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the provisions of any applicable lawCompany.

Information Supplied. None of the information supplied or to be supplied in writing by LaSalle Holdings or on behalf of Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) 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 such document is declared effective by the SEC, 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 (ii) the Proxy Statement will, at the date it becomes is first mailed to the common stockholders of Nova I, at the time of the Nova I Stockholders Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Nova I 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings Nova I or any Nova I Subsidiary is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby Mergers, to the extent relating to Nova I or any Nova I Subsidiary or other information supplied by or on behalf of Nova I or any Nova I 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 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. The representations and warranties contained in this Section 4.01(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova I by or on behalf of the Other Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings in writing on or behalf of the REIT III Parties or any REIT III Subsidiary for inclusion or incorporation by reference in (a) the Form S-4 to be filed with REIT III Proxy Statement will, at the SEC by New Holdings relating time it is first mailed to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willREIT III stockholders, at the time of the REIT III Stockholders Meeting, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any untrue statement of 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. All documents that LaSalle Holdings REIT III is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT III and the REIT III Subsidiaries (or other information supplied by or on behalf of REIT III or any REIT III Subsidiaries for inclusion therein) will 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 or on behalf of the REIT II Parties.

Information Supplied. (i) None of the information supplied or to be supplied by LaSalle Holdings the Company or its subsidiaries for inclusion or incorporation by reference in the Form S-4 Offer Documents, the Schedule 14D-9 or the Information Statement referred to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration in Section 5.9 will, at the time the Form S-4 is they are filed with the SEC, at any time it is they are amended or supplemented or supplemented, at the time it becomes effective under of any distribution or dissemination thereof and at the Securities Acttime of the consummation of the Offer, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, Statement will not, as of at the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or TrenwickCompany's stockholders, as at the case may betime of the Company Stockholders Meeting and at the Effective Time of the Merger, and each document required to be filed by the date of any postponement Company with the SEC or adjournment thereofrequired to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents") 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 are made, not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement, as it relates to the transactions contemplated hereby Company Stockholders Meeting, and the Company Disclosure Documents, when filed, distributed or disseminated, as applicable, 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 or warranty contained in this Section 3.1(f)(ii) is made by the Company with respect to statements made or incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings CPA16 or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be filed delivered by CPA16 or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (a) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings , (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the CPA16 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 (c) 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 CPA16, its officers and directors and the CPA16 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 CPA14.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings NewCo REIT, W. P. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be filed delivered by NewCo REIT, W. P. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by New Holdings relating to this Agreement will (a) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings , (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the W. P. 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 (c) 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 NewCo REIT, W. P. Xxxxx, Merger Sub, their respective officers and directors and the W. P. 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 CPA15.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by the Buyer with the SEC Securities and Exchange Commission (the "Commission") in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the "Form S-4"), the proxy statement filed by New Holdings relating the Company with the Commission in connection with the meeting of the Company's stockholders with respect to the New Holdings Shares comprising LaSalle Consideration Merger (the "Company Stockholders Meeting") or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer's stockholders with respect to the Merger (the "Buyer Stockholders Meeting"), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and Trenwick Consideration any amendments or supplements thereto, collectively referred to herein as the "Joint Proxy Statement/Prospectus"), will, (a) in the case 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 ActAct or at the Effective Time, or (b) in the case of the Joint Proxy Statement/Prospectus, (i) at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, /Prospectus will notcomply, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholdersits mailing date, 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. All documents that LaSalle Holdings 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 all applicable law, including the provisions of any applicable lawthe Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings in writing on or behalf of the REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Form S-4 to be filed with REIT I Proxy Statement will, at the SEC by New Holdings relating time it is first mailed to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willREIT I stockholders, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any untrue statement of 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will 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 or on behalf of the REIT I Parties.

Information Supplied. None of the information supplied or to be supplied in writing by LaSalle Holdings the Company for inclusion or incorporation by reference in (i) the Form S-4 application for a permit to issue securities (the "CSL PERMIT") to be filed with the SEC by New Holdings relating Commissioner of Corporations of the State of California (the "COMMISSIONER") pursuant to Section 25121 of the CSL, in connection with the 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 (the "PERMIT APPLICATION") will, at the time the Form S-4 Permit 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, in light (ii) any registration statement on Form S-4 of Parent pursuant to which the shares of Parent Common Stock issuable as part of the circumstances under which such statements were madeMerger Consideration will be registered with the SEC pursuant to the 1933 Act (together with any amendments or supplements thereto, not misleading. The letters the "REGISTRATION STATEMENT") will, at the time the Registration Statement or any amendment or supplement becomes effective, contain any untrue statement of a material fact or omit to shareholders, notices of meetings, proxy statements and forms of proxies state any material fact required to be distributed stated therein or necessary to shareholders of LaSalle Holdings make the statements therein not misleading and stockholders of Trenwick(iii) the information provided to Stockholders in the Soliciting Materials will, respectively, at the time they are mailed to the Stockholders and at all times during which stockholder consents are solicited in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings 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 LaSalle Holdings Spice for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC by Reincorporation Sub in connection with the issuance of shares of New Holdings relating to Common Stock and New Series A Preferred Stock, if any, in the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Mergers (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 at the time it becomes effective under the Securities ActAct or at the SM 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 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 Spice and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, Spice and at the date mailed to stockholders of MXP or at the time of the meeting of such stockholders to be held in connection with the Plans and Mergers or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofSM 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the SM Effective Time any event with respect to Spice or any of its Subsidiaries, or with respect to other information supplied by Spice for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the transactions contemplated hereby SEC and, as required by law, disseminated to the stockholders of Spice. The Joint Proxy Statement, insofar as it relates to Spice or its Subsidiaries or other information supplied by Spice for inclusion therein, 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 supplied or to be supplied by LaSalle Holdings Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by the Buyer with the SEC Securities and Exchange Commission (the “Commission”) in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the “Form S-4”), the proxy statement filed by New Holdings relating the Company with the Commission in connection with the meeting of the Company’s stockholders with respect to the New Holdings Shares comprising LaSalle Consideration Merger (the “Company Stockholders Meeting”) or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer’s stockholders with respect to the Merger (the “Buyer Stockholders Meeting”), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and Trenwick Consideration any amendments or supplements thereto, collectively referred to herein as the “Joint Proxy Statement/Prospectus”), will, (a) in the case 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 ActAct or at the Effective Time, or (b) in the case of the Joint Proxy Statement/Prospectus, (i) at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, /Prospectus will notcomply, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholdersits mailing date, 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. All documents that LaSalle Holdings 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 all applicable law, including the provisions of any applicable lawthe Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Parent for inclusion or incorporation by reference in 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 Joint Proxy Statement/Prospectus will, at the time the Form S-4 Joint Proxy Statement/Prospectus 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 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 Trenwick in writing for inclusion in the Joint Proxy StatementStatement/ Prospectus will, will not, as of at the date the Joint Proxy Statement Statement/Prospectus is first mailed to such shareholders the Parent's stockholders and on at the date time of the meetings of LaSalle Holdings' shareholders or TrenwickParent's stockholders, as the case may be, and 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 light of the circumstances under which they were are made, not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with With regard to information supplied by the transactions contemplated hereby Parent and the Sub, the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder. For purposes of this Agreement, the Parties agree that the statements made and information in the Joint Proxy Statement/Prospectus (other than information provided by Company or any applicable lawsubsidiary of the Company in each case concerning the Company or such subsidiary expressly for inclusion therein) relating to the Federal income tax consequences of the transactions contemplated hereby to the holders of Parent Shares shall be deemed to be supplied by the Parent and not by the Company.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Zurn for inclusion or incorporation by reference in (i) the regxxxxation statement on Form S-4 to be filed with the SEC by New Holdings relating to Superholdco in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Superholdco Common Stock in the Mergers (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 therein, therein not misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn's stockholders and the USI's stockholders to be held in light coxxxxxxon with the Mergers and the offer by Superholdco of the circumstances under which such statements were madeshares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby (the "Joint Proxy Statement") will, not misleading. The letters at the date mailed to shareholders, notices stockholders of meetings, proxy statements Zurn and forms USI and at the times of proxies the meetings of stockholders ox Xxrn and USI to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofMergers, contain any xxx 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. All documents that LaSalle Holdings If at any time prior to the Effective Time, any event with respect to Zurn, its officers and directors or any of its subsidiaries shoxxx occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, Zurn shall promptly so advise USI and such event shall be so dexxxxbed, and such amendment or supplement (which USI shall have a reasonable opportunity to review) shall be promptly filed with the transactions contemplated hereby SEC and, as and to the extent required by law, disseminated to the stockholders of Zurn. The Joint Proxy Statement, insofar as it relates to the mxxxxng of Zurn's stockholders to vote on Zurn Merger, will comply as to form in fxxx xx all material respects with the wixx xhe provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by USI specifically for inclusion or incorporation by reference in such document.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings MIT for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration Company in connection with the issuance of shares of Company Common Stock and Trenwick Consideration Company Cumulative Redeemable Preferred Stock in the Merger (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 at the time it becomes effective under the Securities ActAct 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 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 and none of meetings, proxy statements and forms of proxies the information supplied or to be distributed supplied by MIT and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, MIT and at the date mailed to stockholders of the Company or at the time of the meeting of such stockholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to MIT or any of its Subsidiaries, or with respect to other information supplied by MIT for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S- 4 or the Joint Proxy Statement, such event shall be so described, and MIT shall reasonably cooperate with the transactions contemplated hereby Company to cause such amendment or supplement to be promptly filed with the SEC and, as required by law, disseminated to the stockholders of MIT. The Joint Proxy Statement, insofar as it relates to MIT or its Subsidiaries or other information supplied by MIT for inclusion or incorporation by reference therein, 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. (i) None of the information supplied or to be supplied by LaSalle Holdings Wxxxxx-Xxxxxxx for inclusion or incorporation by reference in (A) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to Wxxxxx-Xxxxxxx in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Wxxxxx- Xxxxxxx Common Stock in connection with 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 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 and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or any of the circumstances under which such statements were madeamendments or supplements thereto (collectively, 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 Trenwick in writing for inclusion in the Joint "Proxy Statement") will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders and on Agouron stockholders or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, Agouron Stockholders Meeting ( as the case may be, and the date of any postponement or adjournment thereofdefined in Section 5.1), 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Form S-4 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Greixxx xx the Greixxx Xxxsidiaries, auditors, attorneys, financial advisors, or other consultants or advisors for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, and any amendment thereto, to be filed under Securities Act with the SEC by New Holdings relating URS in connection with the issuance of the URS Common Stock in or as a result of the Merger (the "Form S-4"), or (b) the proxy statement and any amendment or supplement thereto to be distributed in connection with Greixxx'x xxxting of stockholders to vote upon this Agreement and the New Holdings Shares comprising LaSalle Consideration transactions contemplated hereby (the "Proxy Statement" and, together with the Form S-4, the "Proxy Statement/Form S-4"), will: (i) in the case of the Proxy Statement and Trenwick Consideration willany amendment or supplement thereto, .1 at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and .2 at the time of Greixxx'x xxxting of stockholders, and (ii) in the case of the Form S-4 is filed with the SECS-4, at any time it is as amended or supplemented or supplemented, (x) at the time it becomes effective, (y) at the time of any post-effective under amendment thereto, and (z) at 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 time of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices meeting of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and the stockholders of TrenwickGreixxx, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereof, contain xxntain 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. All documents Greixxx xxxees to correct as promptly as practicable any such information provided by it that LaSalle Holdings is responsible for filing with shall have become false or misleading in any Governmental Authority in connection material respect and to take all steps necessary to file with the transactions contemplated hereby will SEC and have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to Greixxx'x xxxckholders to the extent required by applicable law. The Proxy Statement/Form S-4 shall comply as to form in all material respects with the provisions of any all applicable lawlaws, including the provisions of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation is made by Greixxx xxxh respect to information supplied by URS specifically for inclusion therein.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company or the Members expressly for inclusion or incorporation by reference in the Form S-4 to be filed with Proxy Statement/Prospectus will, in the SEC by New Holdings relating to case of the New Holdings Shares comprising LaSalle Consideration definitive Proxy Statement (and Trenwick Consideration willany amendment or supplement thereto), at the date of mailing of the definitive Proxy Statement/Prospectus (and any amendment or supplement thereto) and at the time of the Special Meeting, and, in the case of the Registration Statement, at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any the time it is amended or supplemented or of the Special Meeting 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings is responsible None of the information supplied or to be supplied by the Company or the Members expressly for filing with inclusion or incorporation by reference in any Governmental Authority in connection of the Signing Form 8-K, the Signing Press Release, the Closing Form 8-K and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “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 order to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations and warranties of the Company and each Member included in this Agreement and any list, statement, document or information set forth in, or attached to, any Company Disclosure Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made. Notwithstanding the foregoing, the Company and the Members make no representation, warranty or covenant with respect to any information supplied by Parent or any Parent Subsidiary which is contained in the provisions of Registration Statement, Proxy Statement including, with respect to each, the Proxy Statement/Prospectus, or any applicable lawAncillary Public Disclosures.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Parent or Newco for inclusion or incorporation by reference in (a) 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 the Form S-4, as amended or supplemented, 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; (b) the Proxy Statement will, in light at the date mailed to stockholders of Company and Parent, and at the times of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices meetings of meetings, proxy statements stockholders of Company and forms of proxies Parent to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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, therein in light of the circumstances under which they were madeare made not misleading; and (c) the Form S-1 will, at the time the Form S-1 is filed with the SEC and at the time the Form S-1, as amended or supplemented, 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 not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement, insofar as it relates to the transactions contemplated hereby meeting of Parent's stockholders to vote on the Merger, will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. (i) None of the information supplied or to be supplied by LaSalle Holdings Purchaser or any of its Subsidiaries or Merger Sub for inclusion or incorporation by reference in (A) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to Purchaser in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Share Issuance, 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, 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 and (B) the joint proxy statement for use relating to the adoption by the stockholders of Company of this Agreement and approval by the shareholders of Purchaser 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 Share Issuance and the transactions contemplated herebyArticles Amendment, except information supplied by Trenwick in writing for inclusion in or any of the amendments or supplements thereto (collectively, the "Joint Proxy Statement") will, will not, as of on the date the Joint Proxy Statement it is first mailed to such Purchaser shareholders and on to Company stockholders or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, Purchaser Shareholders Meeting (as the case may be, defined in Section 5.1(c)) and the date of any postponement or adjournment thereofCompany Stockholders Meeting (as defined in Section 5.1(b)), 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Form S-4 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of the information informa tion supplied or to be --------------------- supplied by LaSalle Holdings such Representor or any of its subsidiaries for inclusion or incorporation by reference in (i) 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 in order 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, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with or (ii) the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement/Prospectus will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders and on TSAT's stockholders or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofTSAT 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority The financial statements of such Representor's Primestar Business included in connection with the transactions contemplated hereby Form S-4 and the Proxy 50 Statement/Prospectus will comply as to form in all material respects with applicable accounting requirements and the provisions published rules and regulations of any applicable lawthe SEC with respect thereto, and will be prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of such Representor's Primestar Business as of the dates thereof and the consolidated results of operations and cash flows of such Representor's Primestar Business for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in 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 ActAct 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 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 Bakex Xxxhxx xx Bakex Xxxhxx Xxx 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, Drilex or at the time of the meeting of such stockholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 17 24 the circumstances under which they were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, or with respect to other information supplied by Bakex Hughxx xx Sub for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the transactions contemplated hereby SEC. The Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any applicable law.declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Buyer expressly for inclusion or incorporation by reference in the Form S-4 to be filed filings with the SEC by New Holdings relating and mailings to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Buyer’s stockholders 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders filing and/ or Trenwick's stockholdersmailing, 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 misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by Buyer or that are included in the Buyer SEC Documents). All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with Upon consummation of the transactions contemplated hereby by this Agreement, upon notice thereof to the Trustee and disbursement from the Trust Fund by the Trustee, the Trust Fund will comply terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to form Buyer the monies then held in all material respects with the provisions Trust Fund, which such funds will be free of any applicable lawLiens whatsoever, and will be available for use in the businesses of Buyer and the Company. As of the Closing Date, those obligations of Buyer to dissolve or liquidate within a specified time period as contained in its Amended and Restated Memorandum of Association and its Amended and Restated Articles of Association (collectively, the “Buyer Organizational Documents”) will terminate, and effective as of the Closing Date Buyer shall have no obligation whatsoever to dissolve and liquidate the assets of Buyer by reason of the consummation of the transactions contemplated by this Agreement.

Information Supplied. None of the information supplied or to be -------------------- supplied by LaSalle Holdings Duke for inclusion or incorporation by reference in 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 ActAct 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 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 Duke and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to the shareholders of LaSalle Holdings Duke and the stockholders of Trenwick, respectively, PanEnergy or at the time of the meeting of such shareholders or stockholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection 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 transactions contemplated hereby SEC and, as required by law, disseminated to the shareholders of Duke. The Joint Proxy Statement, insofar as it relates to Duke or its Subsidiaries or other information supplied by Duke for inclusion therein, 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 supplied or to be supplied by LaSalle Holdings the Acquiror for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed by Acquiror with the SEC by New Holdings relating to in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Acquiror Common Stock in the Merger (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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Acquiror Proxy Statement is first mailed to such shareholders and on (as hereinafter defined) will, at the date of mailing to shareholders and at the meetings time of LaSalle Holdingsthe shareholders' shareholders or Trenwick's stockholders, 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, not misleading. All documents that LaSalle Holdings the Acquiror 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. Without limiting any of the representations and warranties contained herein, no representation or warranty to the Company by the Acquiror and no information contained in the Acquiror 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 LaSalle Holdings Star for inclusion or incorporation by reference in (a) the Form S-4 to be filed with or the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration Form 10 will, at the time the Form S-4 or the Form 10, as applicable, 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 not misleading, (b) the Joint Proxy Statement/Prospectus will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the 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 they were made, not misleading. The letters to shareholdersmisleading or (c) the SpinCo Information Statement 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on at the date of effectiveness of the meetings Form 10 and of LaSalle Holdings' shareholders or Trenwick's mailing to stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Form S-4, the transactions contemplated hereby Form 10, the Joint Proxy Statement/Prospectus and the SpinCo Information Statement will comply as to form in all material respects with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Star with respect to statements made or incorporated by reference therein based on information supplied by Safe for inclusion or incorporation by reference in the Form S-4, Form 10, the Joint Proxy Statement/Prospectus or the SpinCo Information Statement, as applicable. As of the date of this Agreement, Star does not have knowledge of the existence of any applicable lawEffect that constitutes a Safe Material Adverse Effect.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by LaSalle Holdings or on behalf of the Company specifically for US_ACTIVE:\44126911\17\77626.0003 inclusion or incorporation by reference in the Form S-4 to be Offer Documents will, at the 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 Purchaser set forth in Section 5.4 and to the extent prepared prior to the Offer Closing, 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 neither the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will notthe 14f-1 Disclosures nor the Information Statement, as of applicable, will on the date the Joint Proxy Statement it is first mailed to such shareholders and on the date stockholders of the meetings Company and, with respect to the Proxy Statement, if applicable, at the time of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Schedule 14D‑9, the transactions contemplated hereby 14f-1 Disclosures and the Proxy Statement or the Information Statement, as applicable, 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 Purchaser for inclusion or incorporation by reference in the Proxy Statement, the 14f-1 Disclosures or the Information Statement.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Duke for inclusion or incorporation by reference in 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 ActAct 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 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 Duke and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to the shareholders of LaSalle Holdings Duke and the stockholders of Trenwick, respectively, PanEnergy or at the time of the meeting of such shareholders or stockholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection 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 transactions contemplated hereby SEC and, as required by law, disseminated to the shareholders of Duke. The Joint Proxy Statement, insofar as it relates to Duke or its Subsidiaries or other information supplied by Duke for inclusion therein, 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 supplied or to be supplied by LaSalle Holdings the Company for inclusion or incorporation by reference in (i) the registration statement on 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 (the "Form S-4") will, at the time any amendment or supplement to 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(ii) the 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of at the date the Joint Proxy Statement is first mailed to such shareholders and on the date Company's stockholders or at the time of the meetings of LaSalle HoldingsCompany's Stockholders' shareholders or Trenwick's stockholders, 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 are made, not misleading, and (iii) the management information circular of the Canadian Co. relating to the Canadian Arrangement (the "Canadian Proxy Statement") will, at the date the Canadian Proxy Statement is first mailed to the Canadian Co.'s shareholders or at the time of the meeting of such shareholders at which the Canadian Arrangement is considered, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Proxy Statement will comply as to form in all material respects with the provisions requirements of any the Exchange Act and the Canadian Proxy Statement will comply as to form in all material respects with applicable lawCanadian provincial corporate and securities legislation and the regulations, rules and published policy statements promulgated thereunder (subject, as applicable, to the Relief), except that no representation or warranty is made by the Company or the Canadian Co. 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 Proxy Statement or the Canadian Proxy Statement.

Information Supplied. None The Company and Keystone each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by LaSalle Holdings it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by New Holdings relating to Keystone in connection with the New Holdings Shares comprising LaSalle Consideration issuance of shares of Keystone 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 Act, and (ii) the SECProspectus/Proxy Statement and any amendment or supplement thereto will, at any time it is amended or supplemented or the date of mailing to shareholders and at the time it becomes effective under of 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 thereinShareholders Meeting, in light of the circumstances under which any 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofcase, 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. All If at any time prior to the Effective Time any information relating to Keystone or the Company, or any of their respective affiliates, officers or directors, should be discovered by Keystone 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 that LaSalle Holdings is responsible for filing with would not include any Governmental Authority misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection the light of the 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 and Keystone.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Parent for inclusion or incorporation by reference in (a) 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 willRegistration 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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) the Proxy Statement shall, at the date it is first mailed to the Parent Stockholders 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, or (c) the Mosaic Consent Solicitation Materials shall, at the date they are first mailed to the investors in the Mosaic Funds and at the time the Mosaic Investor Consents are received, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement and the transactions contemplated hereby Registration Statement will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the Securities Act and the rules and regulations thereunder; provided, however, that no representation is made by Parent with respect to statements made therein based on information (i) supplied by the Mosaic Parties specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of Parent and not obtained from or incorporated by reference to the Parent’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by the Buyer with the SEC Securities and Exchange Commission (the "Commission") in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the "Form S-4"), the proxy statement filed by New Holdings relating the Company with the Commission in connection with the meeting of the Company's stockholders with respect to the New Holdings Shares comprising LaSalle Consideration Merger (the "Company Stockholders Meeting") or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer's stockholders with respect to the Merger (the "Buyer Stockholders Meeting"), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and Trenwick Consideration any amendments or supplements thereto, collectively referred to herein as the "Proxy Statement/Prospectus"), will, (a) in the case 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 ActAct or at the Effective Time, or (b) in the case of the Proxy Statement/Prospectus, (i) at the time of the mailing of the Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, /Prospectus will notcomply, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholdersits mailing date, 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. All documents that LaSalle Holdings 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 all applicable law, including the provisions of any applicable lawthe Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in 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 ActAct 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 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 Bakex Xxxhxx xx Bakex Xxxhxx Xxx 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, Drilex or at the time of the meeting of such stockholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, or with respect to other information supplied by Bakex Xxxhxx xx Sub for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the transactions contemplated hereby SEC. The Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any applicable law.declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. None of the information supplied in writing or to be supplied in writing by LaSalle Holdings Parent, on its own or on behalf of Merger Sub, or any of their Representatives specifically for inclusion or incorporation by reference in the Form S-4 Schedule 14D-9 and any other documents 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 Company in connection with the SEC, at transactions contemplated hereby (and any time it is amended amendment thereof or supplemented or at the time it becomes effective under the Securities Act, supplement thereto) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with misleading at the respective times the Schedule 14D-9, or any Governmental Authority in connection amendments or supplements thereto, are filed with the transactions contemplated hereby will SEC or at the time they are first published, sent or given to stockholders of the Company, as the case may be. The Offer Documents and the Form S-4 will, when filed with the SEC or at any time it is amended or supplemented or on the date first disseminated to the Company’s stockholders, comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and all other applicable Laws. The Offer Documents and the Form S-4 (and any applicable lawamendment thereof or supplement thereto), when filed with the SEC or at any time it is amended or supplemented or on the date first disseminated to the Company’s stockholders, as applicable, shall not 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 made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or omissions included or incorporated by reference in the Offer Documents, the Form S-4 or the Schedule 14D-9 based upon information specifically supplied to Parent or any of its Representatives by or on behalf of the Company or any of its Representatives for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement related to the Parent or to be supplied any Subsidiary of the Parent or that is provided by LaSalle Holdings the Parent or any Subsidiary of the Parent for inclusion or incorporation by reference in 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 Trenwick in writing for inclusion in the Joint Proxy 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 LaSalle Holdings' shareholders or Trenwick's stockholders, 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 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. All documents that LaSalle Holdings is responsible for filing The Form S-4 and the Joint Proxy Statement will (with any Governmental Authority in connection with respect to the transactions contemplated hereby will Parent, its officers and directors and the Subsidiaries of the 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(q), no representation or warranty is made by the 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 the Parent or the Subsidiaries of the Parent.

Information Supplied. (i) None of the information supplied or to be supplied by LaSalle Holdings the Company for inclusion or incorporation by reference in (A) the registration statement on 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 the Parent Common Stock in the Merger will, at the time the Form S-4 (as defined in SECTION 5.1) 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, therein not misleading and (B) the Proxy Statement/Prospectus (as defined in light of SECTION 5.1) included in the circumstances under which such statements were made, not misleading. The letters Form S-4 related to shareholders, notices of meetings, proxy statements the Company Stockholders Meeting (as defined in SECTION 5.1) and forms of proxies the Parent Common Stock 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 Trenwick in writing for inclusion issued in the Joint Proxy StatementMerger will, 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 at the time of LaSalle Holdings' shareholders or Trenwick's stockholdersthe Company Stockholders Meeting, as the case may be, and the date of any postponement or adjournment thereof, (x) 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 or (y) 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Proxy Statement/Prospectus 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 Xxxxxx or to be supplied any Xxxxxx Subsidiary contained or incorporated by LaSalle Holdings reference in the Joint Proxy Statement or the Form S-4 that is provided by Xxxxxx or any Xxxxxx Subsidiary for inclusion or incorporation by reference in the Form S-4 to be or the Joint Proxy Statement or any other document filed with any other Governmental Authority in connection with the SEC 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 Joint Proxy Statement, including any amendment or supplement thereto, at the time of the mailing thereof, at the time of the Xxxxxx Stockholders Meeting, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or declared effective 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Xxxxxx 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. All documents that LaSalle Holdings Xxxxxx is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to Xxxxxx, their officers, directors and partners and the Xxxxxx Subsidiaries (or other information supplied by or on behalf of Xxxxxx or any Xxxxxx Subsidiaries for inclusion therein) will 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 information supplied or incorporated by reference by or on behalf of Hammer, Merger Sub or their Affiliates.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings -------------------- Concentric for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Newco Common Stock (or NEXTLINK Common Stock, as applicable) issuable in the Mergers will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, "REGISTRATION STATEMENT") shall 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, 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 such statements they were made, not misleading. The letters to shareholders, notices of meetings, information supplied by Concentric for inclusion in the joint proxy statements and forms of proxies statement/information statement/prospectus (the "PROXY STATEMENT") to be distributed sent to shareholders of LaSalle Holdings and the stockholders of Trenwick, respectively, Concentric in connection with their meeting to consider this Agreement and the Mergers (the "CONCENTRIC STOCKHOLDERS' MEETING") and to the stockholders of NEXTLINK in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will Mergers shall not, as of on the date the Joint Proxy Statement is first mailed to such shareholders the stockholders of Concentric and on NEXTLINK or at the date time of either of the meetings of LaSalle HoldingsStockholders' shareholders Meetings or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings 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 contained in the Joint Proxy Statement related to the Parent or to be supplied any Subsidiary of the Parent or that is provided by LaSalle Holdings the Parent or any Subsidiary of the Parent for inclusion or incorporation by reference in 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 Trenwick in writing for inclusion in the Joint Proxy 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 LaSalle Holdings' shareholders or Trenwick's stockholders, 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 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. All documents that LaSalle Holdings is responsible for filing The Form S-4 and the Joint Proxy Statement will (with any Governmental Authority in connection with respect to the transactions contemplated hereby will Parent, its officers and directors and the Subsidiaries of the 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(q), no representation or warranty is made by the Parent with respect to information or statements made or incorporated by reference in the Form S-4, the Joint Proxy Statement or any applicable law.other 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 the Parent or the Subsidiaries of the Parent. 47

Information Supplied. None Each of Purchaser and Seller agrees, solely as to information it provides, that none of the information supplied included or to be supplied by LaSalle Holdings for inclusion or incorporation incorporated by reference in the Form S-4 to be Tender Offer Documents and the Proxy Documents will, as of the dates such documents are filed with the SEC by New Holdings relating to or the New Holdings Shares comprising LaSalle Consideration York Stock Exchange, as of the date of the consummation or expiration of the Tender Offer (in the case of the Tender Offer Documents) and Trenwick Consideration will, at the time of the Form S-4 is filed with Stockholders Meeting (in the SEC, at any time it is amended or supplemented or at case of the time it becomes effective under the Securities ActProxy Documents), 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 Each of Purchaser and Seller agrees 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 promptly correct any information supplied provided by Trenwick in writing it for inclusion use in the Joint Tender Offer Documents or the Proxy StatementDocuments, will notif and to the extent that such information shall have become false or misleading in any material respect, as of and Pellxx xxxther agrees to take all steps necessary to amend or supplement the date Tender Offer Documents it has filed or the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholdersDocuments, as the case may be, and the date of any postponement to cause such documents as so amended or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required supplemented to be stated therein or necessary in order filed with the SEC and the New York Stock Exchange and to make be disseminated to the statements thereinholders of Common Stock, in light of each case as and to the circumstances under which they were made, not misleadingextent required by applicable Law. All documents that LaSalle Holdings is responsible for filing Seller shall provide Purchaser and its counsel with any Governmental Authority in connection comments or other communications, whether written or oral, that Seller may receive from time to time from the SEC or its staff with respect to the transactions contemplated hereby will comply as to form in all material respects with Tender Offer Documents or the provisions Proxy Documents promptly after the receipt of any applicable lawsuch comments or other communications.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings Total for inclusion or incorporation by reference in (i) 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 the time it is amended or supplemented or supplemented, 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 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 Trenwick in writing for inclusion in misleading or (ii) the Joint Proxy Statement/Prospectus will, will notat the date mailed to the stockholders of Total, as at the date mailed to the stockholders of Harris, at the time of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may beTotal Stockholders Meeting, and at the date of any postponement or adjournment thereoftimx xx xhe Harris Stockholders Meeting (together with the Total Stockholders Mxxxxxx, the "Stockholder Meetings") 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. All documents that LaSalle Holdings If at any time prior to the votes at the Stockholder Meetings, any event with respect to Total, its officers and directors or any of its Subsidiaries should occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement/Prospectus, Total shall promptly so advise Harris and such event shall be so described, and such amendment or xxxxxxment (which Harris shall have a reasonable opportunity to review) shall be promxxxx xiled with the transactions contemplated hereby SEC and, to the extent required by Law, disseminated to the stockholders of Total. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of any applicable lawthe Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made in this Section 4.8 as to information provided by Harris for inclusion in the S-4 or the Joint Proxy Statement/Prospecxxx.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by LaSalle Holdings it or its Subsidiaries for inclusion or incorporation by reference in (i) the post-effective amendment to the Registration Statement on 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 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 post-effective amendment to the 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 they were made, not misleading. The letters , and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders, notices shareholders and at the times of meetings, proxy statements the meetings of shareholders of the Company and forms of proxies Parent to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans Merger and the transactions contemplated herebyissuance of Parent Common Stock, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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, not misleading. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Company and Parent will cause the transactions contemplated hereby will Form S-4, as amended, to comply as to form in all material respects with the applicable provisions of any applicable lawthe Securities Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company for inclusion or incorporation by reference in (i) the registration statement on 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 Trenwick in writing for inclusion in the Joint "Proxy Statement''), will notwill, as of at 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 meeting of LaSalle Holdings' shareholders the Company's stockholders held to vote on approval of this Agreement, be false or Trenwick's stockholdersmisleading 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement and 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 or to be supplied in writing by LaSalle Holdings or on behalf of Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) 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 such document is declared effective by the SEC, 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 (ii) the Proxy Statement will, at the date it becomes is first mailed to the common stockholders of Nova I, at the time of the Nova I Stockholders Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Nova I 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 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings Nova I or any Nova I Subsidiary is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby REIT Mergers, to the extent relating to Nova I or any Nova I Subsidiary or other information supplied by or on behalf of Nova I or any Nova I 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 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. The representations and warranties contained in this Section 4.01(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova I by or on behalf of the Other Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings bamboo for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to bamboo in connection with the New Holdings issuance of bamboo Shares comprising LaSalle Consideration and Trenwick Consideration in the Merger (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 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 the meeting of meetings, proxy statements bamboo's shareholders and forms the meeting of proxies IPIX's shareholders to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans and Merger (the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint "Proxy Statement") will, will not, as at the date mailed to shareholders of bamboo and IPIX and at the times of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meeting or meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as of bamboo and IPIX to be held in connection with 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement, insofar as it relates to the transactions contemplated hereby meeting of bamboo's shareholders to vote on the Merger, will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder, and the S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings MediaOne for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Comcast Common Stock issuable in the Merger will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, "REGISTRATION STATEMENT") shall 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, 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 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 Trenwick in writing MediaOne for inclusion in the Joint Proxy Statementjoint proxy statement/prospectus or any amendment or supplement thereto (the "PROXY STATEMENT") to be sent to the stockholders of MediaOne in connection with their meeting to consider this Agreement and the Merger (the "MEDIAONE STOCKHOLDERS' MEETING") and to the stockholders of Comcast in connection with their meeting to consider the issuance of shares of Comcast Common Stock in the Merger and, will if necessary, the amendment to the articles of incorporation of Comcast contemplated by Section 2.03 hereof (the "COMCAST STOCKHOLDERS' MEETING" and together with the MediaOne Stockholders' Meeting, the "STOCKHOLDERS' MEETINGS") shall not, as of on the date the Joint Proxy Statement is first mailed to such shareholders the stockholders of MediaOne and on Comcast or at the date time of either of the meetings of LaSalle HoldingsStockholders' shareholders Meetings or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings 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 relating to REIT II, Merger Sub or to be supplied any other REIT II Subsidiary contained or incorporated by LaSalle Holdings reference in the Joint Proxy Statement or the Form S-4 or that is provided by REIT II, Merger Sub or any other REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 to be any document filed with any other Governmental Authority in connection with the SEC 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 Joint Proxy Statement, at the time of the initial mailing thereof; at the time of the REIT II Stockholders Meeting, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the REIT 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply as to form in all material respects with the provisions applicable requirements of any applicable law.the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by or on behalf of REIT I.

Information Supplied. None of the information supplied or to be -------------------- supplied by LaSalle Holdings Xxxxxxx for inclusion or incorporation by reference in (i) the registration statement on 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 Trenwick in writing for inclusion in the Joint Proxy Statement, 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 LaSalle Holdings' Shire shareholders or Trenwick's stockholders, 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 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Proxy 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 LaSalle Holdings IMC or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating Newco in connection with the issuance of shares of Newco Stock (other than Newco Class B Common Stock) in the Merger (and, to the New Holdings Shares comprising LaSalle Consideration extent permitted under applicable SEC rules and Trenwick Consideration regulations, the Contribution) (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 1933 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 IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in connection with the Plans and the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion each case in the Joint form or forms mailed to IMC’s stockholders, the “Proxy Statement“) will, will not, as of at the date the Joint Proxy Statement it is first mailed to such shareholders the stockholders of IMC and on at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofIMC 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. All documents that LaSalle Holdings Notwithstanding the foregoing, no representation or warranty is responsible made by IMC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Newco or Cargill or its Subsidiaries specifically for filing with any Governmental Authority inclusion or incorporation by reference in connection with the transactions contemplated hereby will comply as to form in all material respects with Form S-4 or the provisions of any applicable lawProxy Statement.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings in writing on or behalf of the REIT I Parties or any REIT I Subsidiary for inclusion or incorporation by reference in (a) REIT I Proxy Statement will, at the Form S-4 to be filed with the SEC by New Holdings relating time it is first mailed to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration willREIT I stockholders, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 is filed with declared effective by 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, 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofREIT 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 were are made, not misleading, or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any untrue statement of 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. All documents that LaSalle Holdings REIT I is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT I and the REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will 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 or on behalf of the REIT II Parties.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company for inclusion in or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to Holdco in connection with the issuance of the New Holdings Shares comprising LaSalle Holdco Common Stock as part of the Merger Consideration and Trenwick Consideration (such registration statement on Form S-4, as amended or supplemented, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time 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 in order to make the statements therein, therein in light of the circumstances under which such statements they were made, not misleading. The letters to shareholders, notices of meetings, proxy statements misleading and forms of proxies to be distributed to shareholders of LaSalle Holdings (ii) the Proxy Statement and stockholders of Trenwick, respectively, any other document filed with the SEC by the Company in connection with the Plans Merger (and any amendment thereof or supplement thereto) (collectively, the transactions contemplated herebyForm S-4, except information supplied by Trenwick in writing for inclusion in the Joint Proxy StatementStatement and such filings, will notthe “SEC Filings”), as of at the date the Joint Proxy Statement is first mailed to such the shareholders and on the date of the meetings Company, at the time of LaSalle Holdings' shareholders the Shareholders’ Meeting, at the time filed with the SEC (or Trenwick's stockholdersat the time amended or supplemented), as the case may be, 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 are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied in writing by the Parents specifically for inclusion in such documents. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The SEC Filings made by the transactions contemplated hereby Company will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act.”

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by LaSalle Holdings reference in the Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 to be any document filed with any other Governmental Authority in connection with the SEC 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 mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented declared effective 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofMerger 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 were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II 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. All documents that LaSalle Holdings REIT II is responsible for filing with any Governmental Authority the SEC in connection with the transactions contemplated hereby by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will 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 or on behalf of the REIT I Parties.

Information Supplied. None of the information (i) Nxxx xx xxx xxxormation supplied or to be supplied by LaSalle Holdings Warner-Lambert for inclusion or incorporation by reference in (A) the xxxxxxxation statement on Form S-4 to be filed with the SEC by New Holdings relating to Warner-Lambert in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Warner- Xxxxxxx Xommon Stock in connection with the Merger, or xxx xx xxx xxxxdments 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 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 and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or any of the circumstances under which such statements were madeamendments or supplements thereto (collectively, 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 Trenwick in writing for inclusion in the Joint "Proxy Statement") will, will not, as of on the date the Joint Proxy Statement it is first mailed to such shareholders and on Agouron stockholders or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, Agouron Stockholders Meeting ( as the case may be, and the date of any postponement or adjournment thereofdefined in Section 5.1), 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Form S-4 will comply as to form in all material respects with the provisions requirements of any applicable lawthe Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. (a) None of the information supplied or to be supplied in writing by LaSalle Holdings the Company for inclusion or incorporation by reference in (i) the Form S-4 application for a permit to issue securities to be filed with the SEC by New Holdings relating Commissioner of Corporations of the State of California (the "Commissioner") pursuant to Section 25121 of the CSL, in connection with the 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 (the "Permit Application") will, at the time the Form S-4 Permit 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 therein, therein not misleading and (ii) the Information Statement provided to Company stockholders in light connection with obtaining stockholder approval of the circumstances under Merger 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby The Permit Application 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 the 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 LaSalle Holdings any Parent Party expressly for inclusion or incorporation by reference in the Form S-4 to be filed filings with the SEC including but not limited to this Agreement, the registration statement on Form S-4, as determined by New Holdings relating Parent (as amended or supplemented from time to time, and including the Proxy Statement/Prospectus (as defined below) contained therein, the “Registration Statement”), any Form 425 in accordance with Rule 425 of the Securities Act, any press releases to the New Holdings Shares comprising LaSalle Consideration public or on any information posted on any Parent Party’s social media platforms and Trenwick Consideration internet websites, and the mailings to Parent’s stockholders with respect to the solicitation of proxies (as amended, the “Proxy Statement/Prospectus”) to approve the transactions contemplated hereby 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders filing and/ or Trenwick's stockholdersmailing, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by any Parent Party or that is included in any Parent SEC Documents), unless such information was provided to Parent by the Company Group. No material information provided by any Parent Party to the Company in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby (including but not limited to Parent public filings, as of the respective dates of their submission to the SEC), contained or contains (as applicable) any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that LaSalle Holdings 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 LaSalle Holdings Total eMed in writing specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC Securities and Exchange Commission (the "SEC") by New Holdings relating to MDLI in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration registration of the Merger Consideration, 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 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, in light or (ii) the joint proxy statement for use relating to obtaining approval 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 MDLI and stockholders Total eMed of Trenwick, respectively, in connection with the Plans and Merger (the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint "Proxy Statement") will, will not, as of at the date time the Joint Proxy Statement is first mailed to such Total eMed's stockholders or MDLI's shareholders and on or at the date time of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, MDLI Special Meeting and the date of any postponement or adjournment thereofTotal eMed 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 are made, not misleading. All documents , except that LaSalle Holdings no representation or warranty is responsible made by Total eMed with respect to statements made or incorporated by reference therein based on information contained therein which is supplied by any other party including without limitation, (i) information supplied by MDLI in writing specifically for filing with any Governmental Authority in connection inclusion or incorporation by reference therein or (ii) information relating to MDLI which is reviewed by MDLI without objection and with the transactions contemplated hereby knowledge it will comply as to form be used in all material respects with the provisions of any applicable lawProxy Statement.

Information Supplied. None of the The information supplied or to be supplied by LaSalle Holdings Comcast for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Mergers will be filed registered with the SEC by New Holdings relating to (the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, A-30 "Registration Statement") shall 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, 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 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 Trenwick in writing Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Joint Proxy Statement, will ") to be sent to Comcast shareholders in connection with their meeting to consider proposals in respect of each of the Comcast Shareholders' Approvals (the "Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider proposals in respect of each of the AT&T Shareholders' Approvals (the "AT&T Shareholders' Meeting") shall not, as of on the date the Joint Proxy Statement is first First mailed to such the shareholders of each of Comcast and on AT&T, at the date time of the meetings Comcast Shareholders' Meeting, at the time of LaSalle Holdingsthe AT&T Shareholders' shareholders Meeting or Trenwick's stockholders, as at the case may be, and the date of any postponement or adjournment thereofEffective 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 were made, not misleading. All documents that LaSalle Holdings 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 LaSalle Holdings for Zurn xxx inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by New Holdings relating to Superholdco in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Superholdco Common Stock in the Mergers (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 therein, in light therein not misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn'x xxxckholders and the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies USI's stockholders to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, held in connection with the Plans Mergers and the offer by Superholdco of the shares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in hereby (the "Joint Proxy Statement") will, will not, as of at the date the Joint Proxy Statement is first mailed to such shareholders stockholders of Zurn xxx USI and on at the date times of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as stockholders of Zurn xxx USI to be held in connection with the case may be, and the date of any postponement or adjournment thereofMergers, 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. All documents that LaSalle Holdings If at any time prior to the Effective Time, any event with respect to Zurn, xxs officers and directors or any of its subsidiaries should occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, Zurn xxxll promptly so advise USI and such event shall be so described, and such amendment or supplement (which USI shall have a reasonable opportunity to review) shall be promptly filed with the transactions contemplated hereby SEC and, as and to the extent required by law, disseminated to the stockholders of Zurn. Xxe Joint Proxy Statement, insofar as it relates to the meeting of Zurn'x xxxckholders to vote on Zurn Xxxger, will comply as to form in all material respects with the provisions of any applicable lawthe Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by USI specifically for inclusion or incorporation by reference in such document.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings the Company for inclusion or incorporation by reference in (i) the registration statement on 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 which such statements were made, therein 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 defined in Section 4.5) 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 Trenwick in writing for inclusion in the Joint Proxy Statement, 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 LaSalle Holdings' shareholders stockholders to be held in connection with the Merger or Trenwick's stockholders, 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. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is responsible for filing with any Governmental Authority required to be described in connection an amendment of, or a supplement to, the S-4 or the Proxy Statement, 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 supplied or to be supplied by LaSalle Holdings the Parent or the Subs specifically for inclusion or incorporation by reference in (i) 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 S-1 will, at the time the Form S-4 S-1 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 meetings(ii) the 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 Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of at the date the Joint Proxy Statement it is first mailed to such the Parent's shareholders and on at the date time of the meetings meeting of LaSalle Holdings' the Parent's shareholders or Trenwick's stockholders, as the case may be, and the date held to vote on approval of any postponement or adjournment thereofthis Agreement, 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) the Form 8-K(s) (the "Form 8-K") to be filed with the SEC and at any time it is amended or supplemented, 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. All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with The Proxy Statement, the transactions contemplated hereby Form S-1 and the Form 8-K will comply as to form in all material respects with the provisions requirements of any applicable lawthe Securities Act and the rules and regulations thereunder, except that no representation is made by the Parent or the Subs with respect to statements made or incorporated by reference therein based on information supplied by the Lxxxxxx Entities or the Shareholders specifically for inclusion or incorporation by reference in the Proxy Statement or Form S-1.

Information Supplied. None of the information supplied or to be supplied by LaSalle Holdings PanEnergy for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC by New Holdings relating to Duke in connection with the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration issuance of shares of Common Stock in the Merger (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 at the time it becomes effective under the Securities ActAct 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 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 PanEnergy and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to the stockholders of PanEnergy and the shareholders of LaSalle Holdings and Duke or at the time of the meeting of such stockholders of Trenwick, respectively, or shareholders to be held in connection with the Plans and Merger or at the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereofEffective 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 were are made, not misleading. All documents that LaSalle Holdings If at any time prior to the Effective Time any event with respect to PanEnergy or any of its Subsidiaries, or with respect to other information supplied by PanEnergy for inclusion in the Joint Proxy Statement or the S-4, shall occur which is responsible for filing with any Governmental Authority required to be described in connection 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 transactions contemplated hereby SEC and, as required by law, disseminated to the stockholders of PanEnergy. The Joint Proxy Statement, insofar as it relates to PanEnergy or its Subsidiaries or other information supplied by PanEnergy for inclusion therein, 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 At the time of the meeting of shareholders of Seller to vote upon the Seller's Plan of Liquidation and Dissolution and this Agreement, the Collateral Documents and the transactions contemplated hereby or, in the case of the S-4, as amended or supplemented, at the time it becomes effective and at the time of any post-effective amendment thereto which occurs prior to the mailing of the Proxy Statement/Prospectus for such meeting, none of the information supplied or to be supplied by LaSalle Holdings Buyer, its auditors, attorneys, financial advisors or other consultants or advisors for inclusion in (i) the S-4, or incorporation by reference in (ii) the Form S-4 Proxy Statement/Prospectus and any amendment or supplement thereto to be filed distributed in connection with Seller's meeting of shareholders to vote upon the SEC by New Holdings relating to Seller's Plan of Liquidation and Dissolution and this Agreement, the New Holdings Shares comprising LaSalle Consideration Collateral Documents and Trenwick Consideration willthe transactions contemplated hereby, 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, 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 were they are made, not misleading. The letters misleading or necessary to shareholders, notices correct any statement in any earlier filing with the SEC of meetings, proxy statements and forms of proxies to be distributed such Proxy Statement/Prospectus or any amendment or supplement thereto or any earlier communication (including the Proxy Statement/Prospectus) to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection Seller with respect to the Plans and S-4 or the transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the Joint this Agreement. The Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, 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. All documents that LaSalle Holdings 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 of any applicable lawall Applicable Laws, including the provisions of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, and the rules and regulations of the SEC therexxxxx, xxxxxx that this paragraph shall not apply with respect to information supplied by Seller specifically for inclusion therein.