Common use of Limitation on Certain Restrictions Clause in Contracts

Limitation on Certain Restrictions. No Borrower shall, nor shall it permit any of its Subsidiaries, to (1) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary.

Limitation on Certain Restrictions. No Create or otherwise cause or suffer to exist or become effective permit or permit any of its Subsidiaries to create or otherwise cause or suffer to exist or become effective, directly or indirectly, any restriction or encumbrance on (i) the ability of the Borrower shallto perform and comply with its obligations hereunder or under any Notes or (ii) the ability of any Subsidiary of the Borrower to make any dividend payments or other distributions in respect of its equity interests, nor shall it permit to repay Debt owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of (1) this Agreement, (2) applicable law, (3) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, to (14) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries to (iis the licensee) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, contract (iiincluding leases) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company entered into by the Borrower or any of its Subsidiaries or in the ordinary course of business, (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i5) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and transfer of any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than asset pending the restrictions existing on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to close of the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunderasset, (iv6) restrictions or conditions imposed by on the transfer of any agreement relating asset subject to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessa Lien, (v7) agreements entered into by an Insurance Subsidiary with an Insurance Regulatory Authority, (8) customary non-assignment provisions in any contractpartnership agreements, easement or lease (including with respect to leaseslimited liability company organizational governance documents, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or joint venture agreements and other similar agreement to which Company or any Subsidiary is a party and which is agreements entered into in the ordinary course of business; providedbusiness that restrict the transfer of ownership interests in such partnership, that such agreement prohibits limited liability company, joint venture or similar Person, (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the encumbrance ordinary course of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof business and not otherwise prohibited by this Agreement and (10) pursuant to any other asset agreement or property of Company or such Subsidiary or the assets or property of instrument relating to any other Credit Party or Subsidiary Debt of a Credit Party Subsidiary (A) if the encumbrances and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to agreement or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, instrument taken as a whole, whole are not materially less favorable to the Lenders than the encumbrances and restrictions existing at contained in this Agreement as of the time date hereof or (B) if such Person first becomes encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrance or restriction will not have a Subsidiarymaterial adverse effect on the ability of the Borrower to make payments of the Advances as and when due.

Limitation on Certain Restrictions. No Borrower shallCompany will not, nor shall it and will not permit any of its Subsidiaries, to (1) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower Company or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any other action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in (A) any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing DateDate and (B) any documents evidencing a Permitted Accounts Receivable Securitization, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary.

Limitation on Certain Restrictions. No The Borrower shallwill not, nor shall it and will not permit or cause any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of the Credit Parties to perform and comply with their respective obligations under the Credit Documents or restriction on (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its Subsidiaries assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Loan DocumentSubsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iiiv) restrictions the Guaranty Fund, (v) the Existing 2007 Credit Facility, the Existing 2009 Credit Facility and conditions in the New 2010 Term Loan Credit Facility, and any agreement evidencing any permitted renewal, extension or contract existing on refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than scope of the restrictions existing on as of the Closing Date, date hereof and (iiivi) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryAgreement.

Limitation on Certain Restrictions. No Borrower shallCompany will not, nor shall it and will not permit any of its Subsidiaries, to (1) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower Company or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or 106 advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any other action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in (A) any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing DateDate and (B) any documents evidencing a Permitted Accounts Receivable Securitization, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary.. ARTICLE IX

Limitation on Certain Restrictions. No Each Borrower shallwill not, nor shall it and will not permit or cause any of its Subsidiaries (other than Immaterial Subsidiaries) to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (i) the ability of the Consolidated Entities to perform and comply with their respective obligations under the Credit Documents or restriction on (ii) the ability of any Borrower Subsidiary of Xxxxxxxx to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to Xxxxxxxx or any of its Subsidiaries other Subsidiary, to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company Xxxxxxxx or any of its Subsidiariesother Subsidiary, or (iii) to transfer any of its property assets or assets properties to Company Xxxxxxxx or any other Subsidiary, except (in the case of its Subsidiaries clause (ii) above only) for such restrictions or encumbrances existing under or by reason of (2A) become a party to any agreementthis Agreement and the other Credit Documents, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (iB) restrictions and conditions imposed by applicable Requirements of Law, (C) customary provisions in leases (including Capital Leases and synthetic leases), subleases, licenses, sub-licenses and sale-lease back agreements restricting the assignment or by any Loan Documenttransfer thereof or of property that is the subject thereof, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iiiD) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, sale (provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-lettingAgreement), (viE) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any obligations that are binding on a Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person Subsidiary first becomes a SubsidiarySubsidiary or such assets are acquired, so long as such restriction applies only to such Subsidiary and its assets and was obligations are not agreed to or entered into solely in contemplation of such change Person becoming a Subsidiary or such acquisition, (F) provisions in statusagreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis and (G) solely with respect to any Consolidated Entity that is not a Credit Party, and restrictions in (1) the joint venture agreement, equityholders agreement, partnership agreement or limited liability company agreement with respect to such Consolidated Entity or (2) other Indebtedness permitted by Section 8.2 (it being understood that any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than such restrictions may cause the restrictions existing at income of such Consolidated Entity to be excluded from Consolidated Net Income pursuant to the time such Person first becomes a Subsidiarydefinition thereof).

Limitation on Certain Restrictions. No Each of the Parent and the Borrower shallwill not, nor shall it and will not permit or cause any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of the Company Parties to perform and comply with their respective obligations under the Credit Documents or restriction on (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its Subsidiaries assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Loan DocumentSubsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iiiv) restrictions conditions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Datedate hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), and (iiiv) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryAgreement.

Limitation on Certain Restrictions. No Borrower shallNot, nor shall it and will not permit or cause any of its SubsidiariesIPCRe Limited or the IPCRe Subsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of IPC Holdings, Max Holdings, Max Bermuda, IPCRe Limited or restriction on any of the IPCRe Subsidiaries (each, a “Restricted Party”) to perform and comply with their respective obligations under the Credit Documents, or (b) the ability of any Borrower Restricted Party to make any dividend payment or other distribution in respect of its Equity Interests, to repay Debt owed to any Restricted Party , to make loans or advances to any Restricted Party, or to transfer any of its Subsidiaries assets or properties to any Restricted Party, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by any Loan DocumentRestricted Party as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iiiiv) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Equity Interests of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessAgreement, (v) customary non-assignment provisions restrictions imposed in any contractconnection with Debt permitted under Section 6.2(a)(ii), easement or lease (including with respect 6.2(b)(ii), 6.2(b)(iv) and 6.2(b)(viii), provided that such restrictions are no more restrictive than those contained in this Agreement and such restrictions do not prohibit the Credit Parties from granting Liens to leases, restrictions on sub-letting)secure the Obligations under this Agreement, (vi) restrictions on Max Holdings and its Subsidiaries pursuant to the Max US Holdings Indenture, (vii) consolidated net worth covenants or conditions contained restrictions on payment of dividends upon a default in connection with any tradingDebt incurred by Max Bermuda or IPCRe Limited under Section 6.2(b)(ii), netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (viiix) restrictions contained in documents evidencing Indebtedness existing at the time at which any Credit Agreement dated as of December 21, 2006 between Max Bermuda and the Bank of Nova Scotia as in effect on the date of the Third Amendment provided, however, that to the extent such Person first becomes a Subsidiaryrestrictions violate the provisions of this Section 6.11, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to restrictions are eliminated on or entered into solely in contemplation of such change in statusbefore December 20, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary2009.

Limitation on Certain Restrictions. No Borrower shallThe Company will not, nor shall it and will not permit any of its Subsidiaries, to (1) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any of its Subsidiaries to (i) pay dividends enter into or make permit to exist any other distributions on its Capital Stock arrangement or pay any Indebtedness agreement (excluding this Agreement and the Senior Debt Documents, which directly or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to indirectly prohibits the Company or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired or (2ii) become a party to enter into any agreement, note, indenture contract or arrangement (other instrument or take any action which would prohibit than this Agreement and the creation other Debt Documents and Senior Debt Documents) restricting the ability of a Lien on any of its properties Subsidiaries to perform and comply with their respective obligations under the Debt Documents or Senior Credit Agreement or the ability of any Subsidiary to pay or make dividends or distributions in cash or kind to the Company or any other Subsidiary, to make loans, advances or other assets in favor payments of Collateral Agent whatsoever nature to the benefit Company or any other Subsidiary, or to make transfers or distributions of all or any part of its assets to the Secured Creditors, as collateral for the ObligationsCompany or any other Subsidiary; provided that this Section 8.13 shall not apply to in each case other than (ia)(i) restrictions and conditions imposed by Requirements on specific assets which assets are the subject of Law, or by any Loan Documentpurchase money security interests permitted to be incurred pursuant to this Agreement, (ii) customary restrictions contained in leases, software licenses and conditions joint venture agreements which restrict the assignment of such agreements and/or rights thereunder, (iii) restrictions contained in any agreement or contract existing indentures and other licenses and agreements in existence on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that which are not more restrictive, taken as a whole, than the restrictions existing set forth on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in statusSchedule 9.11, and any amendments, modifications, restatements, renewals renewals, increases, supplements, refundings, replacements or refinancings of any such agreements or any Indebtedness to which such agreement relates, provided however that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements thereof that or refinancings are not no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Closing Date; and (iv) customary restrictions existing at contained in contracts for the time sale of goods which restrict the assignment of performance of such Person first becomes contracts, in each case entered in the ordinary course of business, (b) restrictions on the creation of Liens pursuant to agreements governing Indebtedness incurred as purchase money Indebtedness or Capital Lease Obligations and any Indebtedness incurred to refinance such Indebtedness or obligations, provided however, that such restrictions are limited to the property or assets secured by such Liens and financed with such Indebtedness or obligations and provided further however, that such Liens and Indebtedness are permitted pursuant to Section 9.3 (with respect to Liens) or Section 9.2 (with respect to Indebtedness) respectively, (c) as a Subsidiaryresult of applicable Requirements of Law, (d) the Senior Debt Documents, (e) Liens securing Indebtedness otherwise permitted to be issued pursuant to the provisions of Section 9.3 that limit the right of the Company or any of its Subsidiaries to dispose of the assets subject such Liens, (f) any agreement or instrument relating to any property or assets acquired after the Closing Date, so long as such encumbrance or restriction relates solely to the property or assets so acquired and is not and was not created in anticipation of such acquisition, and so long as such acquisition was permitted hereunder, (g) any agreement or instrument governing Indebtedness permitted to be incurred under this Agreement, provided that the terms and conditions of any such restrictions and encumbrances, taken as a whole, are not materially more restrictive than those contained in this Agreement, taken as a whole, and expressly permit the terms, conditions, rights, obligations and commitments contained in this Agreement and the other Debt Documents and would in no way restrain the exercise of rights and remedies of the Holders hereunder, and (h) any agreement for the disposition of a Subsidiary (to the extent such disposition is permitted hereunder) pending its sale or other disposition; provided that such disposition is consummated, or such restrictions are cancelled or terminated or lapse, within ninety (90) days of the effectiveness of such agreement.

Limitation on Certain Restrictions. No The Borrower shallwill not, nor shall it and will not permit any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any the Borrower or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock capital stock, or any other interest or participation in its profits, owned by the Borrower or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiariesthe Borrower, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company the Borrower or any of its Subsidiaries (iii) sell, lease or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on transfer any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunderCredit Party, (iv) act as a Credit Party, including being a Guarantor, pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (v) prohibit or restrict the ability of the Borrower to amend or otherwise modify this Agreement or any Credit Document, except in each case for restrictions existing under or conditions imposed by reason of (1) any applicable Legal Requirement, (2) this Agreement or the other Credit Documents, (3) any documents or agreements governing Indebtedness of a Credit Party that is otherwise permitted under Section 6.2(e), (3) any restrictions existing in connection with any Subsidiary acquired by the Borrower or its Subsidiaries after the Closing Date which imposition applies solely on such Subsidiary and its Subsidiaries, in which case the Borrower shall use commercially reasonable efforts to promptly cause the removal or release of any such restrictions, and (4) customary restrictions in any agreement relating to secured Indebtedness for the sale, transfer or other disposition of a Subsidiary that is otherwise permitted by under this Agreement if pending consummation of such restrictions sale, transfer or conditions apply only disposition. The Borrower and its Subsidiaries shall not enter into any agreement prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (except in connection with any Permitted Liens provided that restriction is limited to the property subject to such Lien; provided that the foregoing shall not prevent (a) restrictions on the transfer or assets securing such Indebtednesspledge of Equity Interests in joint ventures, (vb) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting)licenses, (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party permits and which is other agreements entered into in the ordinary course of business; provided, that (c) in connection with any sale, transfer, or other disposition of Property permitted hereunder, any restriction with respect to such Property imposed under the agreement prohibits the encumbrance of solely the property or assets of Company agreements governing such sale, transfer, or such Subsidiary that are the subject of such agreementother disposition, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (viid) restrictions contained in documents evidencing Indebtedness existing at the time at which imposed by any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryLegal Requirement.

Limitation on Certain Restrictions. No Borrower shallCompany shall not, nor shall it permit any of its Subsidiaries, to (1a) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower Company or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2b) become a party to any agreement, note, indenture or other instrument or take any other action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Restatement Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Restatement Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary.

Limitation on Certain Restrictions. No Borrower shallThe Borrowers will not, nor shall it and will not permit or cause any of its Subsidiariestheir respective Subsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (i) the ability of such Borrower to perform and comply with its obligations under the Credit Documents or restriction on (ii) the ability of any Subsidiary of such Borrower to make any dividend payments or other distributions in respect of its Capital Stock, to repay Indebtedness owed to such Borrower or any of its Subsidiaries other Subsidiary, to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company such Borrower or any other Subsidiary, or to transfer any of its assets or properties to such Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of (a) the Credit Documents, (b) applicable Requirements of Law, (c) the Holdings Credit Agreement, (d) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Everest Group or any of its Subsidiaries, or (iiie) transfer customary provisions restricting assignment of any of its property or assets to Company licensing agreement (in which Everest Group or any of its Subsidiaries or (2is the licensee) become a party to any agreement, note, indenture or other instrument contract (including leases) entered into by Everest Group or take any action which would prohibit the creation of a Lien on any of its properties or other assets Subsidiaries in favor the ordinary course of Collateral Agent to business, (f) restrictions on the benefit transfer of any asset permitted by Section 8.4 pending the close of the Secured Creditorssale of such asset, as collateral for (g) restrictions on the Obligations; provided that this transfer of any asset subject to a Lien permitted by Section 8.13 shall not apply to 8.3, (h) agreements entered into by an Insurance Subsidiary with an Insurance Regulatory Authority, (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contractpartnership agreements, easement or lease (including with respect to leaseslimited liability company organizational governance documents, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or joint venture agreements and other similar agreement to which Company or any Subsidiary is a party and which is agreements entered into in the ordinary course of business; providedbusiness that restrict the transfer of ownership interests in such partnership, that limited liability company, joint venture or similar Person, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and not otherwise prohibited by this Agreement and (k) pursuant to any agreement or instrument relating to any Indebtedness of a Subsidiary permitted under Section 8.2,(A)if the encumbrances and restrictions contained in any such agreement prohibits or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Holdings Credit Agreement as of the date hereof or (B) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and (1) such encumbrance or restriction will not have a material adverse effect on the ability of solely the property or assets Borrowers to make payments of Company or such Subsidiary that are the subject Obligations as and when due and (2) do not restrict the granting of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary Lien or the assets depositing of Collateral or property of Cash Collateral contemplated or required hereunder or under any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryDocument.

Limitation on Certain Restrictions. No Borrower shallDirectly or indirectly, nor shall it permit any of its Subsidiaries, to (1) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party (other than the Lead Borrower or any of its Subsidiaries Future Holding Company) to (ia) pay dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by a Borrower or any other Loan Party, or pay any Indebtedness or other obligation owed to Company a Borrower or any of its other SubsidiariesLoan Party, (iib) make any loans or advances to Company a Borrower or any of its Subsidiaries, other Loan Party or (iiic) transfer any of its property or assets properties to Company a Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of its Subsidiaries (i) Applicable Law; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Debt Documents; (iv) customary provisions restricting subletting, encumbering or assignment of any lease governing a leasehold interest of a Borrower or any other Loan Party; (2v) become customary provisions restricting assignment of any agreement entered into by a party to Borrower or any agreement, note, indenture or other instrument or take Loan Party in the ordinary course of business; (vi) any action which would prohibit the creation holder of a Lien on any of its properties or other assets in favor of Collateral Agent to permitted by Section 6.02 may restrict the benefit transfer of the Secured Creditors, as collateral for the Obligationsasset or assets subject thereto; provided that this Section 8.13 shall not apply to (ivii) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement or contract existing on documents governing any Indebtedness incurred after the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than in accordance with the restrictions existing on the Closing Date, provisions of this Agreement; (iiiviii) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or asset any Property permitted under Section 6.05 pending the consummation of such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivix) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if in effect at the time such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a SubsidiaryBorrower, so long as such restriction applies only to such Subsidiary and its assets and agreement was not agreed to or entered into solely in contemplation of such change Person becoming a Subsidiary of such Borrower; (x) in statusthe case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, and restrictions in such Person’s organizational or governing documents or pursuant to any amendmentsjoint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than (xi) by the restrictions existing at the time such Person first becomes a Subsidiarydocuments described on Schedule 6.10.

Limitation on Certain Restrictions. No Borrower shallDirectly or indirectly, nor shall it permit any of its Subsidiaries, to (1) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party (other than the Lead Borrower or any of its Subsidiaries Future Holding Company) to (ia) pay dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by a Borrower or any other Loan Party, or pay any Indebtedness or other obligation owed to Company a Borrower or any of its other SubsidiariesLoan Party, (iib) make any loans or advances to Company a Borrower or any of its Subsidiaries, other Loan Party or (iiic) transfer any of its property or assets properties to Company a Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of its Subsidiaries (i) Applicable Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Notes Debt Documents; (iv) customary provisions restricting subletting, encumbering or assignment of any lease governing a leasehold interest of a Company; (2v) become customary provisions restricting assignment of any agreement entered into by a party to Company in the ordinary course of business; (vi) any agreement, note, indenture or other instrument or take any action which would prohibit the creation holder of a Lien on any of its properties or other assets in favor of Collateral Agent to permitted by Section 6.02 may restrict the benefit transfer of the Secured Creditors, as collateral for the Obligationsasset or assets subject thereto; provided that this Section 8.13 shall not apply to (ivii) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that which are not more restrictive, taken as a whole, restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the restrictions existing on Effective Date in accordance with the Closing Date, provisions of this Agreement; (iiiviii) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or asset any Property permitted under Section 6.05 pending the consummation of such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivix) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if in effect at the time such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a SubsidiaryBorrower, so long as such restriction applies only to such Subsidiary and its assets and agreement was not agreed to or entered into solely in contemplation of such change Person becoming a Subsidiary of such Borrower; (x) in statusthe case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, and restrictions in such Person’s organizational or governing documents or pursuant to any amendmentsjoint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than (xi) by the restrictions existing at the time such Person first becomes a Subsidiarydocuments described on Schedule 6.10.

Limitation on Certain Restrictions. No The Borrower shallwill not, nor shall it and will not permit any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any the Borrower or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Capital Stock capital stock, or any other interest or participation in its profits, owned by the Borrower or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiariesthe Borrower, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company the Borrower or any of its Subsidiaries (iii) sell, lease or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on transfer any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Document, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale; provided, that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunderCredit Party, (iv) act as a Credit Party, including being a Guarantor, pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (v) prohibit or restrict the ability of the Borrower to amend or otherwise modify this Agreement or any Credit Document, except in each case for restrictions existing under or conditions imposed by reason of (1) any applicable Legal Requirement, (2) this Agreement or the other Credit Documents, (3) any documents or agreements governing Indebtedness of a Credit Party that is otherwise permitted under Section 6.2(e), (3) any restrictions existing in connection with any Subsidiary acquired by the Borrower or its Subsidiaries after the Closing Date which imposition applies solely on such Subsidiary and its Subsidiaries, in which case the Borrower shall use commercially reasonable efforts to promptly cause the removal or release of any such restrictions, and (4) customary restrictions in any agreement relating to secured Indebtedness for the sale, transfer or other disposition of a Subsidiary that is otherwise permitted by under this Agreement if pending consummation of such restrictions sale, transfer or conditions apply only disposition. The Borrower and its Subsidiaries shall not enter into any agreement prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (except in connection with any Permitted Liens provided that restriction is limited to the property subject to such Lien; provided that the foregoing shall not prevent (a) restrictions on the transfer or assets securing such Indebtednesspledge of Equity Interests in joint ventures, (vb) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting)licenses, (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party permits and which is other agreements entered into in the ordinary course of business; provided, that (c) in connection with any disposition of Property permitted hereunder, any restriction with respect to such Property imposed under the agreement prohibits the encumbrance of solely the property or assets of Company agreements governing such Disposition, or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (viid) restrictions contained in documents evidencing Indebtedness existing at the time at which imposed by any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryLegal Requirement.

Limitation on Certain Restrictions. No Each of the Parent and the Borrower shallwill not, nor shall it and will not permit or cause any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of the Credit Parties to perform and comply with their respective obligations under the Credit Documents or restriction on (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its Subsidiaries assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Loan DocumentSubsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iiiv) restrictions conditions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Datedate hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), and (iiiv) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryAgreement.

Limitation on Certain Restrictions. No The Credit Parties will not, and the Borrower shall, nor shall it will not permit or cause any of its Subsidiariesthe Borrower’s Subsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of the Credit Parties to perform and comply with their respective obligations under the Credit Documents or restriction on (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its Subsidiaries assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans applicable Requirements of Law (other than the charter, constitution, articles or advances to Company certificate of organization or any incorporation and bylaws or other organizational or governing documents of its Subsidiariessuch Person), or (iii) transfer any customary non- assignment provisions in leases and licenses of its real or personal property or assets to Company entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of its Subsidiaries business, restricting the assignment or (2) become a party to any agreement, note, indenture transfer thereof or other instrument or take any action which would prohibit of property that is the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by Requirements of Law, or by any Loan Documentsubject thereof, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iiiiv) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, sale (provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (ivunder this Agreement) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course terms of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not Project Documents applicable to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryBorrowing Base Project.

Limitation on Certain Restrictions. No Each Borrower shallwill not, nor shall it and will not permit or cause any of its Subsidiaries (other than Immaterial Subsidiaries) to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (i) the ability of the Consolidated Entities to perform and comply with their respective obligations under the Credit Documents or restriction on (ii) the ability of any Borrower Subsidiary of Xxxxxxxx to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to Xxxxxxxx or any of its Subsidiaries other Subsidiary, to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other Subsidiaries, (ii) make any loans or advances to Company Xxxxxxxx or any of its Subsidiariesother Subsidiary, or (iii) to transfer any of its property assets or assets properties to Company Xxxxxxxx or any other Subsidiary, except (in the case of its Subsidiaries clause (ii) above only) for such restrictions or encumbrances existing under or by reason of (2A) become a party to any agreementthis Agreement and the other Credit Documents, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (iB) restrictions and conditions imposed by applicable Requirements of Law, (C) customary provisions in leases (including Capital Leases and synthetic leases), subleases, licenses, sub-licenses and sale-lease back agreements restricting the assignment or by any Loan Documenttransfer thereof or of property that is the subject thereof, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iiiD) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, sale (provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-lettingAgreement), (viE) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any obligations that are binding on a Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person Subsidiary first becomes a SubsidiarySubsidiary or such assets are acquired, so long as such restriction applies only to such Subsidiary and its assets and was obligations are not agreed to or entered into solely in contemplation of such change Person becoming a Subsidiary or such acquisition, (F) provisions in status, agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis and (G) solely with respect to any amendments, modifications, restatements, renewals Consolidated Entity that is not a Credit Party (or replacements any Subsidiary thereof that are is not more restrictivea Credit Party), taken as a wholerestrictions in (1) the joint venture agreement, than equityholders agreement, partnership agreement or limited liability company agreement with respect to such Consolidated Entity or (2) other Indebtedness permitted by Section 8.2 (it being understood that any such restrictions may cause the restrictions existing at income of such Consolidated Entity to be excluded from Consolidated Net Income pursuant to the time such Person first becomes a Subsidiarydefinition thereof).

Limitation on Certain Restrictions. No The Borrower shallwill not, nor shall it and will not permit or cause any of its SubsidiariesSubsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of the Credit Parties to perform and comply with their respective obligations under the Credit Documents or restriction on (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its Subsidiaries assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Loan DocumentSubsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iiiv) restrictions the Guaranty Fund, (v) the Existing 2007 Credit Facility and conditions in Existing 2009 Credit Facility, and any agreement evidencing any permitted renewal, extension or contract existing on refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than scope of the restrictions existing on as of the Closing Date, date hereof and (iiivi) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Capital Stock of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease (including with respect to leases, restrictions on sub-letting), (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Subsidiary, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a SubsidiaryAgreement.

Limitation on Certain Restrictions. No Borrower shallNot, nor shall it and will not permit or cause any of its SubsidiariesIPCRe Limited or the IPCRe Subsidiaries to, to (1) directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual restriction or encumbrance on (a) the ability of IPC Holdings, Max Holdings, Max Bermuda, IPCRe Limited or restriction on any of the IPCRe Subsidiaries (each, a “Restricted Party”) to perform and comply with their respective obligations under the Credit Documents, or (b) the ability of any Borrower Restricted Party to make any dividend payment or other distribution in respect of its Equity Interests, to repay Indebtedness owed to any Restricted Party, to make loans or advances to any Restricted Party, or to transfer any of its Subsidiaries assets or properties to any Restricted Party, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) pay dividends or make any this Agreement and the other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Company or any of its other SubsidiariesCredit Documents, (ii) make any loans or advances to Company or any of its Subsidiaries, or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2) become a party to any agreement, note, indenture or other instrument or take any action which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent to the benefit of the Secured Creditors, as collateral for the Obligations; provided that this Section 8.13 shall not apply to (i) restrictions and conditions imposed by applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by any Loan DocumentRestricted Party as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (ii) restrictions and conditions in any agreement or contract existing on the Closing Date and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing on the Closing Date, (iiiiv) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets (including Equity Interests of a Subsidiary or asset Subsidiary) pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be assets being sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessAgreement, (v) customary non-assignment provisions restrictions imposed in any contractconnection with Indebtedness permitted under Section 8.2(a)(ii), easement or lease (including with respect 8.2(b)(ii), 8.2(b)(iv) and 8.2(b)(viii), provided that such restrictions are no more restrictive than those contained in this Agreement and such restrictions do not prohibit the Credit Parties from granting Liens to leases, restrictions on sub-letting)secure the Obligations under this Agreement, (vi) restrictions on Max Holdings and its Subsidiaries pursuant to the Max US Holdings Indenture, (vii) consolidated net worth covenants or conditions contained restrictions on payment of dividends upon a default in connection with any tradingIndebtedness incurred by Max Bermuda or IPCRe Limited under Section 8.2(b)(ii), netting, operating, construction, service, supply, purchase, sale or similar agreement to which Company or any Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of Company or such Subsidiary or the assets or property of any other Credit Party or Subsidiary of a Credit Party and (viiix) restrictions contained in documents evidencing Indebtedness existing at the time at which any Credit Agreement dated as of December 21, 2006 between Max Bermuda and the Bank of Nova Scotia as in effect on the date of the Second Amendment; provided, however, that to the extent such Person first becomes a Subsidiaryrestrictions violate the provisions of this Section 8.14, so long as such restriction applies only to such Subsidiary and its assets and was not agreed to restrictions are eliminated on or entered into solely in contemplation of such change in statusbefore December 20, and any amendments, modifications, restatements, renewals or replacements thereof that are not more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Subsidiary2009.