Common use of No Restrictions Clause in Contracts

No Restrictions. Except as provided herein, no Loan Party shall 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 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 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 (i) restrictions and conditions imposed by law or by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.

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 Guaranteed 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 imposed by law any agreements governing any purchase money Liens or by Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Loan Documentsassets financed thereby), (ii) restrictions and or conditions applicable imposed by any agreement relating to Liens permitted by this Agreement but solely to a Property the extent that is not a Borrowing Base Property such restrictions or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating conditions apply only to the property or assets subject to such Property that is not a Borrowing Base Property that is permitted hereunderLien, (iii) customary restrictions provisions in leases, licenses and conditions contained other contracts entered into in agreements relating to the sale ordinary course of business restricting the assignment thereof, (iii) any agreement or arrangement already binding on a Subsidiary pending when it is acquired so long as such sale, provided agreement or arrangement was not created in anticipation of such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderacquisition, (iv) customary provisions in leases and other contracts restricting restrictions pursuant to applicable Law, rule, regulation or order or the assignment thereof terms of any license, authorization, concession or permit, and (v) customary provisions conditioning a Person’s ability 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 encumber its the assets upon that are the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance subject of such Person’s assets or the encumbrance of specific assetsagreements.

No Restrictions. Except as provided herein, no Loan Party the 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 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 Guaranteed 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 any such restriction or encumbrance in connection with Property acquired with the proceeds of purchase money indebtedness or any Capital Lease permitted by this Agreement when such encumbrance or restriction by its terms is effective only against the assets subject to such Lien and (iy) restrictions and conditions imposed the Insurance Subsidiaries may agree to any such restriction or encumbrance as may be required by law or requested by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsany 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 Guaranteed 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 by reason of (i) restrictions and conditions imposed by law or by existing in the Loan Documents, (ii) any restrictions and conditions applicable solely with respect to a Property Subsidiary imposed pursuant to an agreement that is not has been entered into in connection with a Borrowing Base Property Disposition permitted hereby of all or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to substantially all of the capital stock or assets of such Property that is not a Borrowing Base Property that is permitted hereunderSubsidiary, (iii) customary restrictions on the assignment of leases, licenses 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 hereunderother agreements, (iv) customary provisions in leases and other contracts restricting restrictions under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assignment thereof and 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), (vi) agreements related to 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 conditioning contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities as a Person’s ability result of an Investment not prohibited by this Agreement provided that the restrictions applicable to encumber 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 assets upon Subsidiaries, than those as in effect immediately before giving effect to the maintenance consummation of one or more specified ratios so long as the respective Investment (but solely to the extent any are in effect at such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetstime).

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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided, provided such restrictions and conditions apply only to the Subsidiary or such assets that is are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder and (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthereof.

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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided, 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 secured Indebtedness permitted hereunder and (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthereof.

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 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided, 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 secured Indebtedness permitted hereunder and (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthereof.

No Restrictions. Except as provided herein, no Loan Party the Borrower shall not, nor shall it permit any 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 the Borrower or any Loan Party Subsidiary 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 Guaranteed 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 prohibit (i) any restrictions and conditions imposed by law or by existing under the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property arising by reason of customary non-assignment or Equity Interests no-subletting clauses in a Subsidiary that is not a Loan Party which are contained leases or other contracts entered into in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunderthe ordinary course of business, (iii) 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 existing under any instrument governing Indebtedness for Borrowed Money permitted hereunderby Section 8.7(i), (iv) customary provisions in leases and other contracts restricting restrictions existing under agreements governing purchase money indebtedness or Capital Lease Obligations permitted by Section 8.7(b) that impose restrictions solely on the assignment thereof and property so acquired, improved, repaired or constructed, (v) provisions conditioning restrictions due to Liens on assets permitted by Section 8.8 solely to the extent such restrictions apply to assets subject to such Lien, and (vi) any restrictions with respect to a Person’s ability Subsidiary imposed pursuant to encumber its an agreement that has been entered into in connection with the disposition permitted by Section 8.10 of all or substantially all of the capital stock or assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsSubsidiary.

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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided, provided such restrictions and conditions apply only to the Subsidiary or such assets that is are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder and (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthereof.

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 Guaranteed 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 other than (i) customary restrictions and conditions imposed by law on assignment or by transfer of any specified Property or asset set forth in an asset sale agreement or similar contract for the Loan Documentsconveyance of such Property or asset, (ii) restrictions and conditions applicable solely to any agreement, instrument or other document evidencing a Property that is not a Borrowing Base Lien (or the Indebtedness secured thereby) permitted hereby restricting (on customary terms) the transfer of any Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunderassets subject thereto, (iii) customary restrictions and conditions contained on dispositions of real property interests found in reciprocal easement agreements, (iv) customary restrictions in agreements relating for the sale or acquisition of assets on the transfer, encumbrance or other action with respect to such assets during an interim period prior to the 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 Subsidiary pending such saleLoan 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 and or conditions apply only to the Subsidiary that is property or assets subject to be sold and such sale is Indebtedness, or (viii) pursuant to any guarantees of the type otherwise permitted hereunder, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthis Agreement.

No Restrictions. Except as provided hereinpursuant to this Agreement, no the other Loan Party Documents and the Second Lien Loan Documents, Borrower shall not, nor shall it permit any 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 Borrower or any Loan Party Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party Borrower or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party Borrower or any other Subsidiary, (c) make loans or advances to any Loan Party Borrower or any other Subsidiary, (d) transfer any of its Property to any Loan Party Borrower or any other SubsidiarySubsidiary except for (i) restrictions on the transfer of specific Property contained in agreements relating to indebtedness permitted hereunder securing such Property so long as such restrictions only apply to the specific Property securing such indebtedness, (ii) customary restrictions in leases, licenses and other contracts entered into in the ordinary course of business customarily restricting the assignment thereof and restrictions on licenses, sublicenses and assignments of intellectual property, and (iii) customary restrictions on the Disposition of any asset pursuant to an agreement with a Person who is not an Affiliate of the Borrower or its Subsidiaries to dispose of such asset to such Person to the extent such Disposition is permitted hereunder and so long as such restrictions only apply to the assets being sold, or (e) guarantee the Guaranteed Obligations and/or grant Liens on its assets to the Administrative Agent Bank as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.

No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any 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 Pledged Subsidiary 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 Guaranteed 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: (i) restrictions agreements entered into with respect to any sale, transfer or other disposition permitted by this Agreement and conditions imposed by law applicable solely to assets under such sale, transfer or by the Loan Documentsother disposition, (ii) restrictions customary provisions in joint venture agreements and conditions other similar agreements applicable to joint ventures permitted by this Agreement and applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunderjoint venture, (iii) customary negative pledges and restrictions and conditions contained on Liens in agreements relating favor of any holder of Indebtedness permitted under Section 8.7, but solely to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only extent any negative pledge relates to the Subsidiary that is to be sold and property financed by or the subject of such sale is permitted hereunderIndebtedness, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance restrictions on easements, rights of one way, leases, subleases, licenses or more specified ratios asset sale agreements otherwise permitted hereby so long as such provision does not generally prohibit restrictions relate to the encumbrance assets subject thereto, (v) restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.7 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (vi) customary provisions restricting assignment of such Person’s assets any agreement or any rights thereunder entered into in the encumbrance ordinary course of specific assetsbusiness, or (vii) any restriction imposed by or arising under the CES Credit Agreement, or (viii) applicable Legal Requirements.

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 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 of 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 Guaranteed 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 (i) restrictions and conditions imposed by law or by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.

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 Guaranteed 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 , in each case, except for such restrictions existing (i) restrictions and conditions imposed by law or by the Loan Documentsunder applicable law, (ii) restrictions customary non-assignment provisions in leases and conditions applicable solely to a Property licenses of real or personal property entered into by the Borrower or any Subsidiary thereto as lessee or license in the ordinary course of business, restricting the assignment or transfer thereof or of property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunderthe subject thereof, (iii) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be assets being sold and such sale is permitted hereunderunder this Agreement, and (iv) customary provisions in leases and other contracts restricting any agreement or instrument creating a Permitted Adverse Claim (but only to the assignment thereof extent such agreement or restriction applies to the transfer of the assets subject to such Permitted Adverse Claim); provided that clauses (a), (c), (d) and (ve) provisions conditioning a Person’s ability shall not apply to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsany Financing Subsidiary.

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 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 of 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 Guaranteed 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 (i) restrictions and conditions imposed by law or by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.

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 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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 7.10 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, provided such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder and (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsthereof.

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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, provided such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted 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 negative pledge relates solely to the property financed by or the subject of such Indebtedness, (v) customary provisions in leases and other contracts restricting the assignment thereof and (vvi) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one applicable law, rule, regulation or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsorder (including agreements with 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 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 Guaranteed 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: (i) restrictions agreements entered into with respect to any sale, transfer or other disposition permitted by this Agreement and conditions imposed by law applicable solely to assets subject to such sale, transfer or by the Loan Documentsother disposition, (ii) restrictions customary provisions in joint venture agreements and conditions other similar agreements applicable to joint ventures permitted by this Agreement and applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunderjoint venture, (iii) customary restrictions and conditions contained in agreements relating evidencing secured Indebtedness permitted under Section 7.7 hereof, but solely to the sale of a Subsidiary pending extent any such sale, provided such restrictions and conditions apply only encumbrance or restriction relates to the Subsidiary that is property financed by or subject to be sold and such sale is permitted hereundersecured Indebtedness, (iv) customary provisions restrictions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance easements, rights of one way, leases, subleases, licenses or more specified ratios asset sale agreements otherwise permitted hereby so long as such provision does not generally prohibit restrictions relate to the encumbrance assets subject thereto, (v) customary provisions restricting assignment of such Person’s assets any agreement or any rights thereunder entered into the encumbrance ordinary course of specific assetsbusiness, or (vi) applicable Legal Requirements.

No Restrictions. Except as provided herein, no Loan Party the 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 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 Guaranteed 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 (i) restrictions and conditions imposed by law existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or by renewal of, or any amendment or modification expanding the Loan Documentsscope of, any such restriction or condition), (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided, provided such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted 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 negative pledge relates solely to the property financed by or the subject of such Indebtedness, (v) customary provisions in leases and other contracts restricting the assignment thereof and (vvi) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one applicable law, rule, regulation or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assetsorder (including agreements with regulatory authorities).

No Restrictions. Except as provided hereinpursuant to this Agreement, no the other Loan Party Documents and the Senior Debt Documents, Borrower shall not, nor shall it permit any 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 Borrower or any Loan Party Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party Borrower or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party Borrower or any other Subsidiary, (c) make loans or advances to any Loan Party Borrower or any other Subsidiary, (d) transfer any of its Property to any Loan Party Borrower or any other SubsidiarySubsidiary except for (i) restrictions on the transfer of specific Property contained in agreements relating to indebtedness permitted hereunder securing such Property so long as such restrictions only apply to the specific Property securing such indebtedness, (ii) customary restrictions in leases, licenses and other contracts entered into in the ordinary course of business customarily restricting the assignment thereof and restrictions on licenses, sublicenses and assignments of intellectual property, and (iii) customary restrictions on the Disposition of any asset pursuant to an agreement with a Person who is not an Affiliate of the Borrower or its Subsidiaries to dispose of such asset to such Person to the extent such Disposition is permitted hereunder and so long as such restrictions only apply to the assets being sold, or (e) guarantee the Guaranteed Obligations and/or grant Liens on its assets to Collateral Agent on behalf of the Administrative Agent Lenders as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Property that is not a Borrowing Base Property that is permitted hereunder, (iii) 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, (iv) customary provisions in leases and other contracts restricting the assignment thereof and (v) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.