Common use of No Restrictions Clause in Contracts

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Guaranteed Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) any agreements governing any purchase money Liens restrictions and conditions imposed by law or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against by the assets financed thereby)Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or conditions imposed by any agreement Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to Liens such Property that is not a Borrowing Base Property that is permitted by this Agreement but solely hereunder, (iii) customary restrictions and conditions contained in agreements relating to the extent that sale of a Subsidiary pending such sale, provided such restrictions or and conditions apply only to the property or assets subject Subsidiary that is to be sold and such sale is permitted Lienhereunder, (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, thereof and (iiiv) any agreement provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or arrangement already binding on a Subsidiary when it is acquired more specified ratios so long as such agreement or arrangement was provision does not created in anticipation generally prohibit the encumbrance of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order Person’s assets or the terms encumbrance of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementsspecific assets.

No Restrictions. Except as provided herein, no Loan Party shallthe Borrower shall not, nor shall it permit any of its Material Subsidiaries (other than the Financing Subsidiaries) to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the their ability of any Loan Party or any Subsidiary of a Loan Party to: (ai) pay dividends or make any other distribution on any such Material Subsidiary’s capital stock or other equity interests owned by such Loan Party the Borrower or any other Subsidiary; provided, however, that the Insurance Subsidiaries may permit such encumbrance or restriction to the extent required by any Governmental Authority, (bii) pay any indebtedness owed to any Loan Party the Borrower or any other such Material Subsidiary, except to the extent set forth in the GCC Operating Agreement and GCC Investment Agreement, (ciii) make loans or advances to any Loan Party the Borrower or any other such Material Subsidiary, (div) transfer any of its Property to any Loan Party the Borrower or any other Material Subsidiary, except to the extent set forth in the GCC Operating Agreement and GCC Investment Agreement, or (ev) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided in each case, provided, however, that in each case (x) the foregoing shall not apply Borrower or its Material Subsidiaries may agree to encumbrances existing under any such restriction or by reason encumbrance in connection with Property acquired with the proceeds of (i) any agreements governing any purchase money Liens indebtedness or Capitalized any Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to when such encumbrance or restriction by its terms is effective only against the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, Lien and (vy) customary provisions limiting the disposition Insurance Subsidiaries may agree to any such restriction or distribution of assets encumbrance as may be required by law or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementsrequested by any Governmental Authority having regulatory jurisdiction.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to Documents except for such encumbrances and restrictions existing under or by reason of (i) restrictions existing in the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the capital stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions under agreements governing any purchase money Liens liens or Capitalized Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby, (v) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances), (iivi) restrictions or conditions imposed by any agreement relating agreements related to Liens other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such other Indebtedness (x) are (A) customary for financing arrangements of their type or (B) not, when taken as a whole, materially more restrictive on the Loan Party or any of its applicable Subsidiaries than the encumbrances and restrictions contained in this Agreement as determined by a Responsible Officer of the Borrower in good faith and (y) expressly permit Liens for the benefit of the Administrative Agent and the Lenders with respect to the Obligations under the Loan Documents on a senior basis, or (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities as a result of an Investment not prohibited by this Agreement provided that the restrictions applicable to such joint venture are not made more burdensome (as reasonably determined by the Borrower in good faith), from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent that any are in effect at such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementstime).

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as s required by the Loan Documents; provided that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of of: (i) agreements entered into with respect to any agreements governing any purchase money Liens sale, transfer or Capitalized Lease Obligations otherwise other disposition permitted hereby (in which caseby this Agreement and applicable solely to assets subject to such sale, any prohibition transfer or limitation shall only be effective against the assets financed thereby)other disposition, (ii) restrictions or conditions imposed by any agreement relating customary provisions in joint venture agreements and other similar agreements applicable to Liens joint ventures permitted by this Agreement and applicable solely to such joint venture, (iii) agreements evidencing secured Indebtedness permitted under Section 7.7 hereof, but solely to the extent that any such restrictions encumbrance or conditions apply only restriction relates to the property financed by or assets subject to such permitted Liensecured Indebtedness, (iiiiv) customary provisions restrictions in easements, rights of way, leases, subleases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired asset sale agreements otherwise permitted hereby so long as such agreement or arrangement was not created in anticipation of such acquisitionrestrictions relate to the assets subject thereto, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition restricting assignment of any agreement or distribution of assets or property in asset sale agreements, and other similar agreements in any rights thereunder entered into the ordinary course of business, which limitation is or (vi) applicable only to the assets that are the subject of such agreementsLegal Requirements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, hereunder and (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shallthe Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party the Borrower or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s 's capital stock or other equity interests owned by such Loan Party the Borrower or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party the Borrower or any other Subsidiary, (c) make loans or advances to any Loan Party the Borrower or any other Subsidiary, (d) transfer any of its Property to any Loan Party the Borrower or any other Subsidiary, Subsidiary or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided provided, however, that the foregoing this Section shall not apply to encumbrances existing under or by reason of prohibit (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against restrictions existing under the assets financed thereby)Loan Documents, (ii) restrictions arising by reason of customary non-assignment or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions no-subletting clauses in leases or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereofbusiness, (iii) restrictions existing under any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitioninstrument governing Indebtedness for Borrowed Money permitted by Section 8.7(i), (iv) restrictions pursuant existing under agreements governing purchase money indebtedness or Capital Lease Obligations permitted by Section 8.7(b) that impose restrictions solely on the property so acquired, improved, repaired or constructed, (v) restrictions due to applicable Law, rule, regulation or order or Liens on assets permitted by Section 8.8 solely to the terms of any license, authorization, concession or permitextent such restrictions apply to assets subject to such Lien, and (vvi) customary provisions limiting any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition permitted by Section 8.10 of all or distribution substantially all of the capital stock or assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementsSubsidiary.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Restricted Subsidiary of a Loan Party to: (a) pay dividends or make any other 744209099 20664705 distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to any Loan Party or any Restricted Subsidiary, (d) transfer any of its Property to any Loan Party or any other Restricted Subsidiary, or (e) guarantee the Secured Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 7.10 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, hereunder and (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided hereinherein and other than (a) under the Parent Senior Secured Notes Indenture and any other restriction in existence on the Closing Date, (b) restrictions imposed by applicable law or any applicable rule, regulation or order, (c) customary restrictions on joint ventures or interests therein arising from joint venture agreements, (d) restrictions imposed by the holder of any Lien permitted by Section 8.8 on the transfer of the asset or assets subject thereto, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan Party or a Borrower Subsidiary, (f) customary provisions restricting assignment of any agreement entered into by any Loan Party or a Borrower Subsidiary, (g) any customary restrictions with respect to a Borrower Subsidiary or other Property imposed pursuant to an agreement that has been entered into relating to the sale of all or substantially all of the equity interests or assets of such Borrower Subsidiary or any other Property permitted under Section 8.10 pending the consummation of such sale, (h) restrictions imposed on the ability of the Borrower to make dividends pursuant to the KCA Amended LLC Agreement and (i) restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the date of this Agreement pursuant to Section 8.7 or the Parent Senior Secured Notes Indenture that are not materially less favorable to the Borrower, taken as a whole, than the restrictions contained in this Agreement or than is customary in comparable financings (as determined in good faith by the Borrower), no Loan Party shall, nor shall it permit any of its the Borrower Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party the Borrower Subsidiaries to: (a) pay dividends or make any other distribution on any Borrower Subsidiary’s capital stock or other equity interests owned by such any Loan Party or any other Borrower Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Borrower Subsidiary, (c) make loans or advances to any Loan Party or any Borrower Subsidiary, (d) transfer any of its Property to any Loan Party or any other of Borrower Subsidiary, or (e) guarantee the Secured Obligations Obligations, and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries Pledged Subsidiary to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Pledged Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Pledged Subsidiary’s capital stock or other equity interests owned by such Loan Party the Borrower or any other SubsidiaryLoan Party, (b) pay any indebtedness owed to any a Loan Party or any other Pledged Subsidiary, (c) make loans or advances to any a Loan Party or any Pledged Subsidiary, (d) transfer any of its Property to any a Loan Party or any other Pledged Subsidiary, or (e) guarantee the Secured Obligations Obligations, and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of of: (i) agreements entered into with respect to any agreements governing any purchase money Liens sale, transfer or Capitalized Lease Obligations otherwise other disposition permitted hereby (in which caseby this Agreement and applicable solely to assets under such sale, any prohibition transfer or limitation shall only be effective against the assets financed thereby)other disposition, (ii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by this Agreement and applicable solely to such joint venture, (iii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.7, but solely to the extent any negative pledge relates to the property financed by or conditions the subject of such Indebtedness, (iv) customary restrictions on easements, rights of way, leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (v) restrictions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely pursuant to Section 8.7 to the extent that such restrictions or conditions apply only to the property or assets subject to securing such permitted LienIndebtedness, (iiivi) customary provisions in leases, licenses and other contracts restricting assignment of any agreement or any rights thereunder entered into in the ordinary course of business restricting the assignment thereofbusiness, or (iiivii) any agreement restriction imposed by or arrangement already binding on a Subsidiary when it is acquired so long as such agreement arising under the CES Credit Agreement, or arrangement was not created in anticipation of such acquisition, (ivviii) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementsLegal Requirements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Restricted Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness Indebtedness owed to any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to any Loan Party or any Restricted Subsidiary, (d) transfer any of its Property to any Loan Party or any other Restricted Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely hereunder or restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness; (iv) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.7(b) or 8.7(u) to the extent that any such restrictions or conditions apply only negative pledge relates solely to the property financed by or assets the subject to of such permitted LienIndebtedness, (iiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, thereof and (iiivi) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Lawlaw, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar including agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementswith regulatory authorities).

No Restrictions. Except as provided hereinherein and other than (a) under the Parent Credit Agreement, the Parent Senior Secured Notes Indenture and any other restriction in existence on the Closing Date, (b) restrictions imposed by applicable law or any applicable rule, regulation or order, (c) customary restrictions on joint ventures or interests therein arising from joint venture agreements, (d) restrictions imposed by the holder of any Lien permitted by Section 8.8 on the transfer of the asset or assets subject thereto, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan or a Borrower Subsidiary, (f) customary provisions restricting assignment of any agreement entered into by any Loan Party or a Borrower Subsidiary, (g) any customary restrictions with respect to a Borrower Subsidiary or other Property imposed pursuant to an agreement that has been entered into relating to the sale of all or substantially all of the equity interests or assets of such Borrower Subsidiary or any other Property permitted under Section 8.10 pending the consummation of such sale, (h) restrictions imposed on the ability of KCA to make dividends pursuant to the KCA Amended LLC Agreement and (i) restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the date of this Agreement pursuant to Section 8.7, the Parent Credit Agreement or the Parent Senior Secured Notes Indenture that are not materially less favorable to the Borrowers, taken as a whole, than the restrictions contained in this Agreement or than is customary in comparable financings (as determined in good faith by the Borrowers), no Loan Party shall, nor shall it permit any of its the Borrower Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party the Borrower Subsidiaries to: (a) pay dividends or make any other distribution on any Borrower Subsidiary’s capital stock or other equity interests owned by such any Loan Party or any other Borrower Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Borrower Subsidiary, (c) make loans or advances to any Loan Party or any Borrower Subsidiary, (d) transfer any of its Property to any Loan Party or any other of Borrower Subsidiary, or (e) guarantee the Secured Obligations Obligations, and/or grant Liens on its assets to the Administrative Collateral Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan ‑94‑ Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, hereunder and (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shallthe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party the Borrower or any Restricted Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness Indebtedness owed to any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to any Loan Party or any Restricted Subsidiary, (d) transfer any of its Property to any Loan Party or any other Restricted Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely hereunder or restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness; (iv) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.07(b) or 8.07(u) to the extent that any such restrictions or conditions apply only negative pledge relates solely to the property financed by or assets the subject to of such permitted LienIndebtedness, (iiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, thereof and (iiivi) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Lawlaw, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar including agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementswith regulatory authorities).

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness Indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of Documents other than (i) customary restrictions on assignment or transfer of any agreements governing any purchase money Liens specified Property or Capitalized Lease Obligations otherwise permitted hereby (asset set forth in which case, any prohibition an asset sale agreement or limitation shall only be effective against similar contract for the assets financed thereby)conveyance of such Property or asset, (ii) any agreement, instrument or other document evidencing a Lien (or the Indebtedness secured thereby) permitted hereby restricting (on customary terms) the transfer of any Property or assets subject thereto, (iii) customary restrictions on dispositions of real property interests found in reciprocal easement agreements, (iv) customary restrictions in agreements for the sale or conditions imposed by any agreement relating acquisition of assets on the transfer, encumbrance or other action with respect to Liens permitted by this Agreement but solely such assets during an interim period prior to the extent closing of the sale or acquisition of such assets, (v) customary restrictions in contracts that prohibit the assignment of such contract, (vi) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, other organizational documents and other similar agreements; provided that no such restrictions shall prohibit or otherwise impair the ability of a Loan Party to grant Liens to the Administrative Agent on property otherwise qualifying as Collateral or to pay the Obligations, (vii) any negative pledge incurred or provided in favor of any holder of any secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets subject to such permitted LienIndebtedness, or (iiiviii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or any guarantees of the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property type otherwise permitted in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreementsthis Agreement.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, hereunder and (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances , in each case, except for such restrictions existing under or by reason of (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)under applicable law, (ii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (iii) customary non-assignment provisions in leases, leases and licenses and other contracts of real or personal property entered into in by the ordinary course of business restricting the assignment thereof, (iii) Borrower or any agreement Subsidiary thereto as lessee or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements license in the ordinary course of business, which limitation restricting the assignment or transfer thereof or of property that is applicable the subject thereof, (iii) customary restrictions and conditions contained in any agreement relating to the sale of assets pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (iv) any agreement or instrument creating a Permitted Adverse Claim (but only to the extent such agreement or restriction applies to the transfer of the assets subject to such Permitted Adverse Claim); provided that are the subject of such agreementsclauses (a), (c), (d) and (e) shall not apply to any Financing Subsidiary.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances existing under or by reason of (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any agreements governing extension or renewal of, or any purchase money Liens amendment or Capitalized Lease Obligations otherwise permitted hereby (in which casemodification expanding the scope of, any prohibition such restriction or limitation shall only be effective against the assets financed therebycondition), (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, hereunder and (iiiiv) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other similar agreements in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements.