Common use of Creation of Subsidiaries Clause in Contracts

Creation of Subsidiaries. The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. The Borrower Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the Closing Date any Subsidiary; provided, however, that, US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary other than in connection with any Investment permitted by subsection 8.4(e) so long as (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of at least 30 days' prior written notice thereof is given to the BorrowerAdministrative Agent, so long as (ii) all of the capital stock of such new Subsidiary held by US Borrower or any direct Subsidiary or indirect Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiarysubject to Section 7.18) and not more than 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies Subsidiaries which are direct or indirect not CH Foreign Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreementneed be pledged, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (ziii) any such new Subsidiary (if which is a Domestic Subsidiary) executes Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and each other Security Document executed and delivered by the Domestic Subsidiaries on the Closing Date and each such new CH Foreign Subsidiary Guaranty shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (iiiiv) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created to the extent requested by the Administrative Agent or acquired solely for the purpose of issuing the Trust Preferred SecuritiesRequired Banks, engage in no other business takes all actions required pursuant to Section 7.14 and have no assets other than assets acquired in connection with the issuance of the Trust Preferred SecuritiesSection 7.15. In addition, at the request of the Administrative Agent, each new Subsidiary that which is required to execute any Credit Document a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall execute and deliver, deliver or cause to be executed and delivered, delivered all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Initial Borrowing Closing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. The Borrower Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the Original Closing Date any Subsidiary; provided, however, that, US Borrower and its Wholly- Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, with respect to any such new Subsidiary in which US Borrower or any Subsidiary other than has made Investments of the Dollar Equivalent of U.S. $1.0 million or more, (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of at least 30 days' prior written notice thereof is given to the BorrowerAdministrative Agent, so long as (ii) all of the capital stock of such new Subsidiary held by US Borrower or any direct Subsidiary or indirect Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiarysubject to Section 7.18) and not more than 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies Subsidiaries which are direct or indirect not CH Foreign Subsidiaries of the Borrower need be pledged and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the no capital stock of any such Foreign Subsidiary (if which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary) and 65% of the capital stock of Subsidiary need be pledged by US Borrower or any direct Domestic Subsidiary (if or Foreign Subsidiary that is not a CH Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (ziii) any such new Subsidiary (if which is a Domestic Subsidiary) executes Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and, subject to Section 7.14, each other Security Document executed and delivered by the Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary Guaranty shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Original Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so, and (iiiiv) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created to the extent requested by the Administrative Agent or acquired solely for the purpose of issuing the Trust Preferred SecuritiesRequired Lenders, engage in no other business such Subsidiary takes all actions required pursuant to Section 7.14 and have no assets other than assets acquired in connection with the issuance of the Trust Preferred SecuritiesSection 7.15. In addition, at the request of the Administrative Agent, each new Subsidiary that which is required to execute any Credit Document a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall execute and deliver, deliver or cause to be executed and delivered, delivered all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Initial Borrowing Original Closing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. The Borrower Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the Closing Date any Subsidiary; provided, however, that, US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary other than in connection with any Investment permitted by subsection 8.4(e) so long as (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of at least 30 days' prior written notice thereof is given to the BorrowerAdministrative Agent, so long as (ii) all of the capital stock of such new Subsidiary held by US Borrower or any direct Subsidiary or indirect Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiarysubject to Section 7.18) and not more than 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreementneed be pledged, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (ziii) any such new Subsidiary (if which is a Domestic Subsidiary) executes Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and each other Security Document executed and delivered by the Domestic Subsidiaries on the Closing Date and each such new CH Foreign Subsidiary Guaranty shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (iiiiv) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created to the extent requested by the Administrative Agent or acquired solely for the purpose of issuing the Trust Preferred SecuritiesRequired Banks, engage in no other business takes all actions required pursuant to Section 7.14 and have no assets other than assets acquired in connection with the issuance of the Trust Preferred SecuritiesSection 7.15. In addition, at the request of the Administrative Agent, each new Subsidiary that which is required to execute any Credit Document a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall execute and deliver, deliver or cause to be executed and delivered, delivered all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Initial Borrowing Closing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. The Borrower Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the Original Closing Date any Subsidiary; provided, however, that, US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, with respect to any such new Subsidiary in which US Borrower or any Subsidiary other than has made Investments of the Dollar Equivalent of U.S. $1.0 million or more, (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of at least 30 days' prior written notice thereof is given to the BorrowerAdministrative Agent, so long as (ii) all of the capital stock of such new Subsidiary held by US Borrower or any direct Subsidiary or indirect Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, (x) that is Wholly-Owned by a Non-Regulated Company (in each casesubject to Section 7.18, if a Domestic Subsidiary) and not more than 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies Subsidiaries which are direct or indirect not CH Foreign Subsidiaries of the Borrower need be pledged and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the no capital stock of any such Foreign Subsidiary (if which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary) Subsidiary need be pledged by US Borrower or any Domestic Subsidiary or Foreign Subsidiary that is not a CH Foreign Subsidiary and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all the provisions of this subsection 8.22(ii) shall not apply from and after the assets of any such Subsidiary Investment Grade Date, (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (ziii) any such new Subsidiary (if which is a Domestic Subsidiary) executes the Subsidiary Guaranty shall have executed and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securitiesdelivered a Domestic Subsidiary Guarantee and, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agentsubject to Section 7.14, each new Subsidiary that is required to execute any Credit other Security Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of delivered by the type described in Section 4 as Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary would shall have had to deliver if such new executed a Foreign Subsidiary were a Credit Party Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower shall be deemed Original Closing Date (subject to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.applicable limitations under foreign law);

Creation of Subsidiaries. The Borrower shall not create or acquire (A) Create any Subsidiary other than unless (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of ------------------------ such Subsidiary is wholly owned by the Borrower, so long as all of the capital stock of any direct Borrower and/or another wholly owned Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries organized under the laws of one of the ten provinces of Canada and (ii) concurrently with the creation thereof, (a) such Subsidiary executes and delivers to the Administrative Agent a valid and enforceable Canadian Subsidiary Guarantee as Guarantor under and as defined therein, (b) such Subsidiary executes and delivers to the Administrative Agent a valid and enforceable Canadian Subsidiary Demand Debenture, a Canadian Subsidiary Demand Debenture Pledge Agreement and a Canadian Subsidiary Collateral Covenant Agreement, (c) the Borrower and/or such other Subsidiary of the Borrower that owns any Capital Stock of such Subsidiary executes and delivers to the Administrative Agent a valid and enforceable Subsidiary Stock Pledge Agreement and delivers to the Administrative Agent all certificates or instruments evidencing such Capital Stock owned by it, along with evidence of any Regulated Insurance Company107 transfer approval required by the directors or shareholders of such Subsidiary to enable such Capital Stock to be registered in the name of the Administrative Agent, (d) all actions necessary to perfect the liens created by each Security Document to which such Subsidiary is or becomes a party have been duly completed and (e) the Administrative Agent receives a favorable opinion of counsel (reasonably satisfactory to the Administrative Agent) to such Subsidiary as to the due organization and valid existence of such Subsidiary, the due authorization, execution and delivery by, and enforceability against, such Subsidiary of each Loan Document to which it is or becomes a party and such other customary matters (including the perfection of the liens contemplated by the Security Documents to which such Subsidiary is a party) as the Administrative Agent and its counsel may reasonably request; provided, however, -------- ------- that the Borrower may acquire a Subsidiary without complying with the foregoing requirements of this subsection 9.4 so long as the following conditions are satisfied: (x) all the assets of the capital stock of any such Subsidiary (if have a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant book-value equal to the Pledge Agreementor less than $20,000,000, (y) at the time of the acquisition of such Subsidiary the Borrower intends to transfer all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement Borrower or another Subsidiary that has complied with the foregoing requirements of this subsection 9.4, and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance transfer is completed within sixty days of the Trust Preferred Securities. In addition, at the request acquisition of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or moreSubsidiary.

Creation of Subsidiaries. The Neither the Parent or the Borrower shall, or shall permit any of its Subsidiaries to, create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Guarantor or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall not create or acquire notify the Administrative Agent and the Lenders thereof in writing and deliver to the Administrative Agent an updated Schedule 6.18, (c) contemporaneously with the formation of any Subsidiary other than Domestic Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) Regulated Insurance Companies which are direct take all steps as may be necessary or indirect Subsidiaries advisable in the opinion of the BorrowerAdministrative Agent to pledge to the Administrative Agent, so long as for the benefit of the Lenders and the Administrative Agent, on a perfected, first-priority basis, all of the capital stock Capital Stock or other equity interests of any direct such Domestic Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement; Agreement and a Security Document hereunder, (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of cause any Regulated Insurance Company, so long as (x) such Domestic Subsidiary to guaranty all of the capital stock of Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary (if a Domestic Subsidiary) and 65% to take all steps as may be necessary or advisable in the opinion of the capital stock Administrative Agent to grant to the Administrative Agent, for the benefit of any direct Subsidiary (if the Lenders and the Administrative Agent, a Foreign Subsidiary) is pledged first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to the Pledge Agreementsecurity documents, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant mortgages, pledges and other documents in form and substance satisfactory to the Security Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Subsidiary that is required of which documents shall be Security Documents hereunder, and (iv) deliver to execute the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Credit Document Foreign Subsidiary, the Parent and the Borrower shall, and shall execute and delivercause each of their Subsidiaries to, take all steps as may be necessary or cause to be executed and delivered, all other relevant documentation advisable in the opinion of the type described Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary pursuant to a pledge agreement in Section 4 as form and substance satisfactory to the Administrative Agent, which such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower pledge agreement shall be deemed to have created or acquired an Initially Excluded Subsidiary if a Pledge Agreement and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or moreSecurity Document hereunder.

Creation of Subsidiaries. The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Other Credit Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Other Credit Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Other Credit Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.this

Creation of Subsidiaries. The Borrower Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the Original Closing Date any Subsidiary; provided, however, that, US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, with respect to any such new Subsidiary (other than Safeline, Inc.) in which US Borrower or any Subsidiary other than has made Investments of the Dollar Equivalent of U.S. $1.0 million or more, (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of at least 30 days' prior written notice thereof is given to the BorrowerAdministrative Agent, so long as (ii) all of the capital stock of such new Subsidiary held by US Borrower or any direct Subsidiary or indirect Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, (x) that is Wholly-Owned by a Non-Regulated Company (in each casesubject to Section 7.18, if a Domestic Subsidiary) and not more than 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies Subsidiaries which are direct or indirect not CH Foreign Subsidiaries of the Borrower need be pledged and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the no capital stock of any such Foreign Subsidiary (if which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary) Subsidiary need be pledged by US Borrower or any Domestic Subsidiary or Foreign Subsidiary that is not a CH Foreign Subsidiary and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all the provisions of this subsection 8.22(ii) shall not apply from and after the assets of any such Subsidiary Investment Grade Date, (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (ziii) any such new Subsidiary (if which is a Domestic SubsidiarySubsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and, subject to Section 7.14, each other Security Document executed and delivered by the Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Original Closing Date (subject to applicable limitations under foreign law); provided, however, that (x) executes the any Subsidiary Guaranty which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (iiiy) Non-Regulated Companies the requirements of this subsection 8.22(iii) with respect to Security Documents shall not apply from and after the Investment Grade Date, and (other than any Non-Regulated Company described in clause (iiiv) preceding) which are created to the extent requested by the Administrative Agent or acquired solely for the purpose of issuing the Trust Preferred SecuritiesRequired Lenders, engage in no other business such Subsidiary takes all actions required pursuant to Section 7.14 and have no assets other than assets acquired in connection with the issuance of the Trust Preferred SecuritiesSection 7.15. In addition, at the request of the Administrative Agent, each new Subsidiary that which is required to execute any Credit Document a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall execute and deliver, deliver or cause to be executed and delivered, delivered all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Initial Borrowing Original Closing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this Section 7.16, the Borrower shall be deemed to have created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.