Common use of Investments and Purchases Clause in Contracts

Investments and Purchases. The Borrower will not, nor will it permit an Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto; (b) Securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased in the ordinary course of business; (c) Obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; (d) Additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws of any state of the United States, or under the Laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof ) of such Person, and (iii) no Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related thereto.

Investments and Purchases. The Borrower will notNo Loan Party will, nor will it permit an Subsidiary any ------------------------- of its Subsidiaries to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto; (b) Securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased in the ordinary course of business; (c) Obligations Short-term obligations of, or fully guaranteed by, the United States of America; commercial ; (b) Commercial paper rated A-l or better by Standard and other notes and securities rated investment grade Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, or P-l or better by a national securities rating agency; demand Xxxxx'x Investors Service, Inc.; (c) Demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates ; (d) Certificates of deposit issued by by, and time deposits and short term investments with (i) commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000100,000,000 or (ii) Lenders party to this Agreement as of the Closing Date; (de) Additional Purchases of or Existing Investments in Subsidiaries and other Investments in existence on the stock of Subsidiaries or the capital stockdate hereof and described in Schedule 6.16 hereto; ------------- (f) Other Investments and Purchases, assets, obligations or other securities of or interest in other Persons provided that (i) each in the case of Investments and Purchases in respect of the stock, partnership interests or other securities of any other Person, such Person shall be (x) incorporated, organized or otherwise formed under the Laws of any state of the United Statesis, or under the Laws after giving effect thereto becomes, a Wholly-Owned Subsidiary of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia such Loan Party or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto)such Subsidiary, (ii) the transaction shall have been such Investment or Purchase is approved and recommended by the board of directors (or functional equivalent thereof ) of such Personthe acquired Person and is otherwise consensual, and (iii) no Default shall have occurred and be continuing either immediately or Unmatured Default is pending before or after giving effect to thereto and (iv) such transaction Person is engaged in a business which is in substantially the same, related or, in the Borrower's reasonable business judgment, materially synergistic fields of enterprise as the Borrower and No Material Adverse Effect would result therefromits Subsidiaries; (eg) Seed MoneyInvestments and Purchases in respect of the stock, partnership interests or other securities of a Person made and maintained in furtherance of an intended plan for such Person to become a Wholly-Owned Subsidiary of such Loan Party or such Subsidiary; and (fh) The creation or acquisition Other Investments and Purchases of Subsidiaries that are registered investment advisors up to mutual funds or other investment advisory clients or otherwise engaged $25,000,000 (exclusive of common stock of the Parent issued in connection therewith) in the financial services business, as well as service businesses related theretoaggregate in any calendar year.

Investments and Purchases. The Borrower will not, nor will it permit an any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 5.09 hereto; (b) Securities purchased or assets transferred under agreements to resellRepurchase Agreements; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased in the ordinary course of business; (c) Obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; (d) Additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws of any state of the United States, or under the Laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof ) of such Person, and (iii) no Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No no Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related thereto.

Investments and Purchases. The Borrower will not, nor and will it not permit any Subsidiary (other than an Subsidiary Unrestricted Subsidiary) to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Parent or Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments or commitments therefor (such commitments being set forth on SCHEDULE 6.13) in existence on the date hereof and described on Schedule 5.9 hereto(including a certain $40,000,000 loan from FAE to Parent); (b) Securities purchased under agreements loans and advances to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased employees in the ordinary course of businessbusiness and consistent with past practices; (c) Obligations ofInvestments made in Subsidiaries (other than any Unrestricted Subsidiary) and Main Street America Holdings, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000Inc.; (d) Additional Purchases of or Investments in businesses or entities engaged in the stock insurance and/or insurance services business or businesses reasonably incident thereto (including holding companies, the Subsidiaries of which on a consolidated basis are primarily engaged in such businesses) which do not constitute hostile takeovers (including the creation of Subsidiaries in connection therewith) so long as no Default or Unmatured Default has occurred and is continuing or would occur after giving effect to such Purchase or Investment; (e) Investments by the capital stockBorrower made on or before May 13, assets1999 directly in SOMSC in an amount equal to the FSA Amount so long as at the time of such Investment no Default or Unmatured Default has occurred and is continuing or would occur after giving effect to such Investment; PROVIDED, obligations however, that any Investments pursuant to this CLAUSE (E) are made from net proceeds traceable to dividends, sales, transfers or other securities distributions of equity interests in SOMSC after the date hereof; (f) loans made by the Borrower or interest in other Persons provided that its Subsidiaries to Parent (i) each so long as at all times, after giving effect to the aggregate outstanding principal amount of such Person shall be (x) incorporatedloans, organized or otherwise formed under the Laws of any state of the United States, or under the Laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall would be deemed permitted to include the financial services business as well as service businesses related thereto), pay at least $1.00 in incremental dividends pursuant to SECTION 6.10(a) or (ii) that are made out of the transaction net proceeds described in SECTION 6.10(b)(x) in lieu of utilizing such net proceeds to pay a dividend; (g) other Investments (other than any direct or indirect Investments in Parent), so long as any such Investment is materially consistent with the Borrower's investment policy guidelines as approved from time to time by the finance committee of the board of directors of the Borrower (a copy of the current version of such guidelines having been delivered to each Lender); provided that any change from the guidelines previously submitted to the Lenders shall have been not materially adversely affect the Lenders; and (h) other Investments (other than any direct or indirect Investments in Parent) by Folksamerica (but only after it becomes a Wholly-Owned Subsidiary of the Borrower) at any time prior to March 31, 1999, so long as any such Investment is permitted under the insurance laws of the State of New York and is materially consistent with Folksamerica's investment policy guidelines as approved and recommended from time to time by the board of directors of Folksamerica (or functional equivalent thereof ) a copy of the current version of such Person, and (iii) no Default guidelines having been delivered to each Lender); provided that any change from the guidelines previously submitted to the Lenders shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in not materially adversely affect the financial services business, as well as service businesses related theretoLenders.

Investments and Purchases. The Borrower will not, nor and will it not permit an any Subsidiary to, make or suffer to exist any Investments Investment (including, without limitation, including loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any PurchasesPurchase, except: (a) Existing existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto5.9; (b) Securities securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased in the ordinary course of business; (c) Obligations obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; (d) Additional additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws laws of any state of the United States, or under the Laws laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the such transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof ) of such Person, and (iii) no Event of Default or Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The the creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related thereto.

Investments and Purchases. The Borrower Parent will not, nor will it permit an Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto; (b) Securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Actbonds and UIT inventories; and other marketable securities purchased in the ordinary course of business; (c) Obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000;; 42 (d) Additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws laws of any state of the United States, or under the Laws laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower Parent and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof thereof) of such Person, and (iii) no Event of Default or Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The the creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related theretoclients.

Investments and Purchases. The Borrower Parent will not, nor will it permit an Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto; (b) Securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Actbonds and UIT inventories; and other marketable securities purchased in the ordinary course of business; (c) Obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; (d) Additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws laws of any state of the United States, or under the Laws laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower Parent and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof ) of such Person, and (iii) no Event of Default or Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom; (e) Seed Money; and (f) The the creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related theretoclients.