Common use of Limitation on Lines of Business; Creation of Subsidiaries Clause in Contracts

Limitation on Lines of Business; Creation of Subsidiaries. (a) Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in subsection 8.9(l), except for those businesses of the same general type as those in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date, or which are related thereto, or permit any Insurance Subsidiary to engage in any business other than the operation of a multiple-line property and liability insurance program to insure Local Agents and Owner/Operators, and other Persons engaged in similar businesses, against loss from certain risks. (b) Create any new Subsidiaries of the Parent Borrower other than (i) any Receivables Subsidiary the relevant parent corporation of which shall execute and deliver a stock pledge agreement and deliver or cause to be delivered to the Administrative Agent the stock certificates representing all of the outstanding Capital Stock of such new Receivables Subsidiary, together with undated stock powers for each such certificate executed in blank by a duly authorized officer of such parent corporation, or (ii) any other new Subsidiary that (in the case of a new Domestic Subsidiary or a new Foreign Subsidiary Borrower) shall execute and deliver to the Administrative Agent, as applicable, the Guarantee and Collateral Agreement and appropriate Mortgages and other security documents and take any necessary steps to perfect the security interest to be created thereby and for which the relevant parent corporation (if such parent corporation is the Parent Borrower or a Domestic Subsidiary) shall execute and deliver to the Administrative Agent a stock pledge agreement and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to more than 65% of such parent corporation’s ownership interest in any Foreign Subsidiary Borrower). (c) In the case of any Foreign Subsidiary Holdco, own any material assets other than securities of one or more Foreign Subsidiaries and other assets relating to an ownership interest in any such securities or Subsidiaries.

Limitation on Lines of Business; Creation of Subsidiaries. (a) Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in subsection 8.9(l)venture, except for those businesses of the same general type as those in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date, Effective Date or which are directly related thereto, or permit any Insurance Subsidiary to engage in any business other than the operation of a multiple-line property and liability insurance program to insure Local Agents and Owner/Operators, and other Persons engaged in similar businesses, against loss from certain risks. (b) Create any new Subsidiaries of the Parent Borrower other than any new Subsidiary that (i) any Receivables Subsidiary the relevant parent corporation of which shall execute and deliver a stock pledge agreement and deliver or cause to be delivered to the Administrative Agent the stock certificates representing all of the outstanding Capital Stock of such new Receivables Subsidiary, together with undated stock powers for each such certificate executed in blank by a duly authorized officer of such parent corporation, or (ii) any other new Subsidiary that (in the case of a new Domestic Subsidiary or a new Foreign Subsidiary BorrowerSubsidiary) shall execute and deliver to the Administrative Agent, as applicable, the Guarantee and Collateral Agreement and appropriate Mortgages and other security documents and take any necessary steps to perfect the security interest interests to be created thereby and (ii) for which the relevant parent corporation (if such parent corporation is the Parent Borrower or a Domestic Subsidiary) shall execute and deliver to the Administrative Agent a stock pledge agreement Stock Pledge Agreement and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to more than 65% of such parent corporation’s 's ownership interest in any Foreign Subsidiary). (c) To the extent not prohibited by this Agreement, convey, sell or otherwise transfer shares of Capital Stock of a Foreign Subsidiary to the Borrower or any Domestic Subsidiary of the Borrower unless at the time of such conveyance, sale or transfer (or promptly 101 95 thereafter) the Borrower or such Domestic Subsidiary shall execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to (i) more than 65% of the Borrower's or such Domestic Subsidiary's ownership interest in any Foreign Subsidiary Borrower). or (cii) In the case of any Foreign Subsidiary Holdco, own any material assets other than securities of one or more Foreign Subsidiaries and other assets relating to an ownership interest in a non-Wholly Owned Foreign Subsidiary to the extent that the grant of such security interest would violate the terms of any such securities agreements under which the Investment by the Borrower or Subsidiariesany or its Subsidiaries was made therein).

Limitation on Lines of Business; Creation of Subsidiaries. (a) Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in subsection 8.9(l)Subsidiary, except for those businesses of the same general type as those in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date, date of this Agreement or which are related thereto, or permit any Insurance Subsidiary to engage in any business other than the operation of a multiple-line property and liability insurance program to insure Local Agents and Owner/Operators, and other Persons engaged in similar businesses, against loss from certain risks. (b) Create or acquire any new Subsidiaries of the Parent Borrower other than (ix) any Receivables new Domestic Subsidiaries that shall execute, as applicable, a Subsidiary Guarantee, Subsidiary Security Agreement, Subsidiary Patent and Trademark Security Agreement and Mortgage and for which the relevant parent corporation of which Borrower shall execute and deliver a stock pledge agreement Borrower Stock Pledge Agreement and deliver or cause to be delivered to the Administrative Agent the stock certificates representing all of the issued and outstanding Capital Stock capital stock of such new Receivables Subsidiary, Domestic Subsidiary owned by the Borrower or any Domestic Subsidiary together with undated stock powers for each such certificate executed in blank by a duly authorized officer of such parent corporation, the pledgor thereof or (iiy) any other new Foreign Subsidiaries for which the Borrower or a Subsidiary that Guarantor shall execute a Borrower Stock Pledge Agreement (with necessary conforming changes in the case of a new Domestic Subsidiary or a new Foreign Subsidiary BorrowerGuarantor) shall execute and deliver pledging to the Administrative AgentLenders 65% of the issued and outstanding Capital Stock of any such Subsidiary (unless a lesser percentage of such Capital Stock is owned by the Borrower and its Domestic Subsidiaries, as applicable, the Guarantee and Collateral Agreement and appropriate Mortgages and other security documents in which case such lesser percentage shall be so pledged) and take any necessary steps such action as may reasonably be requested by the Administrative Agent to perfect the Lenders' security interest in such pledged Capital Stock; provided that if any such Subsidiary is required to be created thereby and for which guarantee any obligations under the relevant parent corporation (if Subordinated Notes, such parent corporation guarantee is subordinated to such Subsidiary's obligations under such Subsidiary Guarantee as contemplated by the Parent Borrower or a Domestic Subsidiary) shall execute and deliver to Subordinated Note Indenture as in effect on the Administrative Agent a stock pledge agreement and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to more than 65% of such parent corporation’s ownership interest in any Foreign Subsidiary Borrower)date hereof. (c) In Notwithstanding anything in this Agreement to the case of contrary, the Borrower shall not permit its domestic ammunition or arms manufacturing business to be conducted through any Foreign Subsidiary Holdco, own any material assets other than securities of one or more Foreign Subsidiaries and other assets relating to an ownership interest in any such securities or SubsidiariesSubsidiary.

Limitation on Lines of Business; Creation of Subsidiaries. (a) Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in subsection 8.9(l)venture, except for those businesses of the same general type as those in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date, Effective Date or which are directly related thereto, or permit any Insurance Subsidiary to engage in any business other than the operation of a multiple-line property and liability insurance program to insure Local Agents and Owner/Operatorsincluding, and other Persons without limitation, businesses principally engaged in similar businesses, against loss from certain risksproviding consulting services or providing information or analytic services (including the distribution of information through any medium). (b) Create any new Subsidiaries of the Parent or the Borrower other than any new Subsidiary that (i) any Receivables Subsidiary the relevant parent corporation of which shall execute and deliver a stock pledge agreement and deliver or cause to be delivered to the Administrative Agent the stock certificates representing all of the outstanding Capital Stock of such new Receivables Subsidiary, together with undated stock powers for each such certificate executed in blank by a duly authorized officer of such parent corporation, or (ii) any other new Subsidiary that (in the case of a new Domestic Subsidiary of the Parent or a new Foreign Subsidiary the Borrower) shall execute and deliver to the Administrative Agent, as applicable, the Guarantee and Collateral Agreement and appropriate Mortgages and other related security documents and take any necessary steps to perfect the security interest interests to be created thereby thereby, (ii) (in the case of a new Domestic Subsidiary of the Parent that is not a Subsidiary of MGI or the Borrower and to whom funds are loaned by the Borrower) shall execute and deliver agreements substantially similar to the CERA Intercompany Term Loan documents or the CERA Intercompany Revolving Credit Loan documents and the CERA Security Documents, (iii) is a Subsidiary of the Parent but not of MGI or CERA; provided that the Borrower does not make any loan, advance or distribution to such Subsidiary or to the Parent or any other Subsidiary for the purpose of financing the purchase or establishment of such Subsidiary and to whom the Borrower does not make any loans, advances or distributions, (iv) is a new Foreign Subsidiary of the Parent or the Borrower and in 68 68 respect of which 65% of the Capital Stock of such Subsidiary owned by the Parent or any of its Domestic Subsidiaries is pledged pursuant to the Guarantee and Collateral Agreement, the CERA Collateral Agreement or an agreement referred to in clause (ii) above and (v) for which the relevant parent corporation entity (if such parent corporation entity is the Parent Parent, MGI, the Borrower or a Domestic SubsidiarySubsidiary of the Parent (other than CERA)) shall execute and deliver to the Administrative Agent a stock pledge agreement and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to more than 65% of such parent corporation’s entity's ownership interest in any Foreign Subsidiary). (c) To the extent not prohibited by this Agreement, convey, sell or otherwise transfer shares of Capital Stock of a Foreign Subsidiary of the Borrower or MGI to the Borrower or MGI or any Domestic Subsidiary of the Borrower or MGI unless at the time of such conveyance, sale or transfer (or promptly thereafter) the Borrower or MGI or such Domestic Subsidiary shall execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (if not already a party thereto) and take any necessary steps to perfect the security interest to be created thereby (which security interest shall not apply to (i) more than 65% of the Borrower's or MGI's or such Domestic Subsidiary's ownership interest in any Foreign Subsidiary Borrower). of the Borrower or MGI or (cii) In the case of any Foreign Subsidiary Holdco, own any material assets other than securities of one or more Foreign Subsidiaries and other assets relating to an ownership interest in a non-Wholly Owned Foreign Subsidiary of the Borrower or MGI to the extent that the grant of such security interest would violate the terms of any such securities agreements under which the Investment by the Borrower or SubsidiariesMGI or any or its Subsidiaries was made therein).

Limitation on Lines of Business; Creation of Subsidiaries. (a) Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in subsection 8.9(l)Subsidiary, except for those businesses of the same general type as those in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date, date of this Agreement or which are reasonably related thereto, or permit any Insurance Subsidiary to engage in any business other than the operation of a multiple-line property and liability insurance program to insure Local Agents and Owner/Operators, and other Persons engaged in similar businesses, against loss from certain risks. (bA) Create any new Subsidiaries of the Parent Borrower other than Additional Subsidiary unless (i) such Additional Subsidiary is organized under the laws of one of the fifty states constituting the United States of America and (ii) concurrently with the creation thereof, (a) such Additional Subsidiary becomes a party to (or executes and delivers to the Collateral Agent in the case of the first such Additional Subsidiary) the Subsidiary Guarantee (B) Notwithstanding the foregoing, with 168 respect to any Receivables Person that is or becomes a Foreign Subsidiary and that has material assets, such Foreign Subsidiary shall be permitted hereunder so long as promptly upon the relevant parent corporation request of which the Administrative Agent, the Borrower shall, or shall cause such Foreign Subsidiary to: (i) execute and deliver a stock pledge agreement and deliver or cause to be delivered to the Administrative Agent a pledge agreement as the stock certificates representing all Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the outstanding Lenders, a Lien on the Capital Stock of such new Receivables SubsidiarySubsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers for each such certificate executed and delivered in blank by a duly authorized officer of the Borrower or such parent corporationSubsidiary, or (ii) any other new Subsidiary that (in as the case may be, and take or cause to be taken all such other actions under the law of a new Domestic Subsidiary or a new the jurisdiction of organization of such Foreign Subsidiary Borroweras may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) shall execute and deliver to if requested by the Administrative Agent, as applicable, the Guarantee and Collateral Agreement and appropriate Mortgages and other security documents and take any necessary steps to perfect the security interest to be created thereby and for which the relevant parent corporation (if such parent corporation is the Parent Borrower or a Domestic Subsidiary) shall execute and deliver to the Administrative Agent a stock pledge agreement legal opinions relating to the matters described in clauses (i) and take any necessary steps (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to perfect the security interest to be created thereby (which security interest shall not apply to more than 65% of such parent corporation’s ownership interest in Administrative Agent. In addition, neither the Borrower nor any Foreign Subsidiary Borrower). (c) In shall, at any time, without the case express written permission of the Administrative Agent and the Majority Lenders, pledge the Capital Stock of any Foreign Subsidiary Holdco, own to any material assets other Person (other than securities to the Administrative Agent on behalf of one or more Foreign Subsidiaries and other assets relating to an ownership interest in any such securities or Subsidiariesthe Lenders).