Common use of Reinsurance Contracts, Coverholders and MGAs Clause in Contracts

Reinsurance Contracts, Coverholders and MGAs. (a) Section 4.23 of the LaSalle Disclosure Letter contains a true and complete list of all MGAs and coverholders with whom each Subsidiary of LaSalle Holdings does business that have been appointed within the twelve (12) months preceding the date of this Agreement and all in force Reinsurance Contracts which generate premium income in excess of $1,000,000 to which each subsidiary of LaSalle Holdings is a party as the cedent thereunder or by or to which each subsidiary of LaSalle Holdings is bound or subject as the cedent thereunder, as each such Reinsurance Contract may have been amended, modified or supplemented. Except as would not, individually or in the aggregate, have a Material Adverse Effect on LaSalle Holdings: (i) each of the foregoing Reinsurance Contracts is valid and binding in accordance with its terms, and is in full force and effect and (ii) neither the Subsidiaries of LaSalle Holdings nor, to the knowledge of LaSalle Holdings, or other party thereto, is in default in any material respect with respect to any such Reinsurance Contract, nor to the knowledge of LaSalle Holdings does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder. Except as set forth in Section 4.23 of the LaSalle Disclosure Letter, none of the contracts, treaties or arrangements involving the MGAs or coverholders which generate premium income in excess of $1,000,000 with whom each Subsidiary of LaSalle Holdings does business contain "change of control" provisions and no such Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by this Agreement or any other provision which would be altered or otherwise become applicable by reason of such transactions, and no party has given notice of termination, cancellation or commutation of any such Reinsurance Contract or that it intends to terminate, cancel or commute any such Reinsurance Contract as a result of the transactions contemplated hereby. (b) Except as set forth in Section 4.23 of the LaSalle Disclosure Letter, LaSalle Re is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with applicable Bermuda law as in effect on the date hereof, with respect to the Reinsurance Contracts listed in Section 4.23 of the LaSalle Disclosure Letter and all such amounts are properly reflected in the statutory financial statements of LaSalle Re. Each of LaSalle Holdings and LaSalle Re has no knowledge of any disputes as to reinsurance or retrocessional coverage under, or any terms of provisions of, any such Reinsurance Contract. To the knowledge of LaSalle Holdings and LaSalle Re, the financial condition of any other party to any such Reinsurance Contract is not impaired to the extent that a default thereunder could reasonably be expected to occur.

Reinsurance Contracts, Coverholders and MGAs. (a) Section 4.23 3.25 of the LaSalle Trenwick Disclosure Letter contains a true and complete list of all MGAs managing general agents ("MGAs") and coverholders with whom each Subsidiary of LaSalle Holdings Trenwick does business that have been appointed within the twelve (12) months preceding the date of this Agreement and all in force contracts, treaties or arrangements regarding the credit of reinsurance, coinsurance, excess insurance (collectively, the "Reinsurance Contracts Contracts") which generate premium income in excess of $1,000,000 to which each subsidiary of LaSalle Holdings is a party as the cedent thereunder or by or to which each subsidiary of LaSalle Holdings is bound or subject as the cedent thereunder, as each such Reinsurance Contract may have been amended, modified or supplemented. Except as would not, individually or in the aggregate, have a Material Adverse Effect on LaSalle HoldingsTrenwick: (i) each of the foregoing Reinsurance Contracts is valid and binding in accordance with its terms, and is in full force and effect and (ii) neither the Subsidiaries of LaSalle Holdings Trenwick nor, to the knowledge of LaSalle HoldingsTrenwick, or other party thereto, is in default in any material respect with respect to any such Reinsurance Contract, nor to the knowledge of LaSalle Holdings Trenwick does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder. Except as set forth in Section 4.23 3.25 of the LaSalle Trenwick Disclosure Letter, none of the contracts, treaties or arrangements involving the MGAs or coverholders which generate premium income in excess of $1,000,000 involving the MGAs or coverholders with whom each Subsidiary of LaSalle Holdings Trenwick does business contain "change of control" provisions and no such Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by this Agreement or any other provision which would be altered or otherwise become applicable by reason of such transactions, and no party has given notice of termination, cancellation or commutation of any such Reinsurance Contract or that it intends to terminate, cancel or commute any such Reinsurance Contract as a result of the transactions contemplated hereby. (b) Except as set forth in Section 4.23 3.25 of the LaSalle Trenwick Disclosure Letter, LaSalle Re Trenwick America Reinsurance Company ("TARCO") is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with applicable Bermuda law Chapter 22 of the NAIC Accounting Practices and Procedures Manual for Property and Casualty Insurance Companies as in effect on the date hereof, with respect to the those Reinsurance Contracts listed in Section 4.23 of the LaSalle Disclosure Letter to which it is a party and all such amounts are properly reflected in the statutory financial statements of LaSalle ReTARCO. Except as set forth in Section 3.25 of the Trenwick Disclosure Letter, Trenwick International is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with Lloyd's regulations as in effect on the date hereof, with respect to those Reinsurance Contracts to which it is a party and all such amounts are properly reflected in the statutory financial statements of Trenwick International. Each of LaSalle Holdings Trenwick, TARCO and LaSalle Re Trenwick International has no knowledge of any disputes as to reinsurance or retrocessional coverage under, or any terms of provisions of, any such Reinsurance ContractContract except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Trenwick. To the knowledge of LaSalle Holdings Trenwick and LaSalle ReTARCO and Trenwick International, the financial condition of any other party to any such Reinsurance Contract is not impaired to the extent that a default thereunder could reasonably be expected to occur.

Reinsurance Contracts, Coverholders and MGAs. (ai) Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure Letter Schedule contains a true and complete list of all MGAs and managing general agents of the Insurers (collectively, "MGAs"), coverholders with respect to the Chartwell Syndicates ("Coverholders") with whom each Subsidiary of LaSalle Holdings any Insurer or Chartwell does business that have been appointed within the twelve (12) months preceding the date of this Agreement and all in force contracts, treaties or arrangements, regarding ceding of reinsurance, coinsurance, excess insurance, or retrocession, (collectively, "Reinsurance Contracts which generate premium income in excess of $1,000,000 Contracts") to which each subsidiary of LaSalle Holdings any Insurer or Chartwell Syndicate is a party as the cedent thereunder or by or to which each subsidiary any of LaSalle Holdings is them are bound or subject as the cedent thereunder, as each such Reinsurance Contract may have been amended, modified or supplemented. Except as would not, individually or in the aggregate, have a Material Adverse Effect on LaSalle HoldingsChartwell: (i) each of the foregoing Reinsurance Contracts is valid and binding in accordance with its terms, and is in full force and effect and (ii) neither none of the Subsidiaries of LaSalle Holdings Insurers or Plaza Co Syndicates nor, to the knowledge of LaSalle Holdings, or Chartwell any other party thereto, is in default in any material respect with respect to any such Reinsurance Contract, nor to the knowledge of LaSalle Holdings Chartwell does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder. Except as set forth in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure LetterSchedule, none of the contracts, treaties or arrangements involving the MGAs or coverholders which generate premium income in excess of $1,000,000 with whom each Subsidiary of LaSalle Holdings does business Coverholders contain "change of control" provisions and no such Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by this Agreement or any other provision which would be altered or otherwise become applicable by reason of such transactions, and no party has given notice of termination, cancellation or commutation of any such Reinsurance Contract or that it intends to terminate, cancel or commute any such Reinsurance Contract as a result of the transactions contemplated hereby.; and (bii) Except as set forth in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure LetterSchedule, LaSalle Re each of the Insurers is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with applicable Bermuda law Chapter 22 of the NAIC Accounting Practices and Procedures Manual for Property and Casualty Insurance Companies as in effect on the date hereof, hereof with respect to the Reinsurance Contracts listed in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure Letter Schedule and all such amounts are properly reflected in the statutory financial statements of LaSalle Reeach Insurer. Each of LaSalle Holdings Chartwell and LaSalle Re the Insurers has no knowledge of any disputes as to reinsurance or retrocessional coverage under, or any terms of or provisions of, any such Reinsurance Contract. To the knowledge of LaSalle Holdings Chartwell and LaSalle Reeach Insurer, the financial condition of any other party to any such Reinsurance Contract is not impaired to the extent that a default thereunder could reasonably be expected to occur.

Reinsurance Contracts, Coverholders and MGAs. (a) Section 4.23 of the LaSalle Disclosure Letter contains a true and complete list of all MGAs and coverholders with whom each Subsidiary of LaSalle Holdings does business that have been appointed within the twelve (12) months preceding the date of this Agreement and all in force Reinsurance Contracts which generate premium income in excess of $1,000,000 to which each subsidiary Subsidiary of LaSalle Holdings is a party as the cedent thereunder or by or to which each subsidiary Subsidiary of LaSalle Holdings is bound or subject as the cedent thereunder, as each such Reinsurance Contract may have been amended, modified or supplemented. Except as would not, individually or in the aggregate, have a Material Adverse Effect on LaSalle Holdings: (i) each of the foregoing Reinsurance Contracts is valid and binding in accordance with its terms, and is in full force and effect and (ii) neither the Subsidiaries of LaSalle Holdings nor, to the knowledge of LaSalle Holdings, or other party thereto, is in default in any material respect with respect to any such Reinsurance Contract, nor to the knowledge of LaSalle Holdings does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder. Except as set forth in Section 4.23 of the LaSalle Disclosure Letter, none of the contracts, treaties or arrangements involving the MGAs or coverholders which generate premium income in excess of $1,000,000 with whom each Subsidiary of LaSalle Holdings does business contain "change of control" provisions and no such Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by this Agreement or any other provision which would be altered or otherwise become applicable by reason of such transactions, and no party has given notice of termination, cancellation or commutation of any such Reinsurance Contract or that it intends to terminate, cancel or commute any such Reinsurance Contract as a result of the transactions contemplated hereby. (b) Except as set forth in Section 4.23 of the LaSalle Disclosure Letter, LaSalle Re is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with applicable Bermuda law as in effect on the date hereof, with respect to the Reinsurance Contracts listed in Section 4.23 of the LaSalle Disclosure Letter and all such amounts are properly reflected in the statutory financial statements of LaSalle Re. Each of LaSalle Holdings and LaSalle Re has no knowledge of any disputes as to reinsurance or retrocessional coverage under, or any terms of provisions of, any such Reinsurance Contract. To the knowledge of LaSalle Holdings and LaSalle Re, the financial condition of any other party to any such Reinsurance Contract is not impaired to the extent that a default thereunder could reasonably be expected to occur.

Reinsurance Contracts, Coverholders and MGAs. (ai) Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure Letter Schedule contains a true and complete list of all MGAs and managing general agents of the Insurers (collectively, "MGAs"), coverholders with respect to the Chartwell Syndicates ("Coverholders") with whom each Subsidiary of LaSalle Holdings any Insurer or Chartwell does business that have been appointed within the twelve (12) months preceding the date of this Agreement and all in force contracts, treaties or arrangements, regarding ceding of reinsurance, coinsurance, excess insurance, or retrocession, (collectively, "Reinsurance Contracts which generate premium income in excess of $1,000,000 Contracts") to which each subsidiary of LaSalle Holdings any Insurer or Chartwell Syndicate is a party as the cedent thereunder or by or to which each subsidiary any of LaSalle Holdings is them are bound or subject as the cedent thereunder, as each such Reinsurance Contract may have been amended, modified or supplemented. Except as would not, individually or in the aggregate, have a Material Adverse Effect on LaSalle HoldingsChartwell: (i) each of the foregoing Reinsurance Contracts is valid and binding in accordance with its terms, and is in full force and effect and (ii) neither none of the Subsidiaries of LaSalle Holdings Insurers or Plaza Co Syndicates nor, to the knowledge of LaSalle Holdings, or Chartwell any other party thereto, is in default in any material respect with respect to any such Reinsurance Contract, nor to the knowledge of LaSalle Holdings Chartwell does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder. Except as set forth in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure LetterSchedule, none of the contracts, treaties or arrangements involving the MGAs or coverholders which generate premium income in excess of $1,000,000 with whom each Subsidiary of LaSalle Holdings does business Coverholders contain "change of control" provisions and no such Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by this Agreement or any other provision which would be altered or otherwise become applicable by reason of such transactions, and no party has given notice of termination, cancellation or commutation of any such Reinsurance Contract or that it intends to terminate, cancel or commute any such Reinsurance Contract as a result of the transactions contemplated hereby.; and (bii) Except as set forth in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure LetterSchedule, LaSalle Re each of the Insurers is entitled under applicable insurance laws, rules and regulations to take credit in its statutory financial statements in accordance with applicable Bermuda law Chapter 22 of the NAIC Accounting Practices and Procedures Manual for Property and Casualty Insurance Companies as in effect on the date hereof, hereof with respect to the Reinsurance Contracts listed in Section 4.23 3.1(y) of the LaSalle Chartwell Disclosure Letter Schedule and all such amounts are properly reflected in the statutory financial statements of LaSalle Re. Each of LaSalle Holdings and LaSalle Re has no knowledge of any disputes as to reinsurance or retrocessional coverage under, or any terms of provisions of, any such Reinsurance Contract. To the knowledge of LaSalle Holdings and LaSalle Re, the financial condition of any other party to any such Reinsurance Contract is not impaired to the extent that a default thereunder could reasonably be expected to occur.statutory