Common use of Limitation on Restrictive Agreements Clause in Contracts

Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papers.

Limitation on Restrictive Agreements. The Borrower will shall not, and will not cause or nor shall it permit any of its Subsidiaries to, enter into into, or suffer to exist, any indenture, agreement, instrument, financing document or other arrangement agreement with any Person which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has limits the effect ability of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence Borrower to create, incur, or suffer to exist Liens on its property to secure the Obligations, provided, however, that this clause (a) shall not prohibit any Lien permitted under Section 6.3 or any negative pledge incurred or provided in favor of Indebtedness, any holder of Debt not prohibited by this Agreement or (b) any Subsidiary to (i) make any Distribution to the granting of LiensBorrower or prepay any Debt owed to the Borrower, (cii) make loans or advances to the making or granting of GuaranteesBorrower, (diii) create, incur, or suffer to exist Liens on the payment property of dividends such Subsidiary to secure the Obligations, provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or distributions, (e) the purchase, redemption or retirement provided in favor of any Capital Stock, (f) the making holder of loans or advances, Debt not prohibited by this Agreement or (giv) transfers transfer any of its Properties to the Borrower; provided that the foregoing shall not apply to such restrictions existing under or sales by reason of (A) applicable Legal Requirement; (B) any agreement relating to any Debt permitted under this Agreement; (C) customary non-assignment provisions of any contract; (D) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions on the property so acquired; (F) contracts for the sale of Properties, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale of all or substantially all of the Equity Interests or assets of such Subsidiary; (including Capital StockG) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Subsidiaries (or of a Subsidiary of such Person which becomes a Subsidiary) in existence at the time of such acquisition (but not created in contemplation thereof), which restriction is not applicable to the Borrower or any of its Subsidiaries, or Properties of any such Person, other than restrictions on the granting of Liens onPerson, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property Properties or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest Subsidiaries of the City and County of Denver Person, so acquired; or (H) provisions contained in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective Debt which prohibit the transfer of all or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full substantially all of the Obligations and the termination assets of the Commitments, and (iv) in connection with obligor thereunder unless the issuance transferee shall assume the obligations of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any obligor under such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papersagreement or instrument.

Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, and (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papers.

Limitation on Restrictive Agreements. The Borrower will not, and nor will not cause or it permit any of its Subsidiaries Subsidiary to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains enter into, incur or permit to exist any financial covenants agreement or prohibits or restrainsother arrangement that prohibits, or has the effect of prohibiting or restraining, restricts or imposes materially adverse conditions upon: any condition upon (a) the incurrence ability of Indebtednessthe Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the granting ability of Liens, (c) the making or granting of Guarantees, (d) the payment of any Subsidiary to pay dividends or distributions, (e) the purchase, redemption other Distributions with respect to any Equity Interests issued by it or retirement of any Capital Stock, (f) the making of to make or repay loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of its Subsidiaries, the Borrower or any other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and Subsidiary; provided that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, the Senior Note Purchase Agreements or Subordinated Notes; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any modification of Section 6.02 hereof with respect any such restriction or condition expanding the scope thereof); (iii) the foregoing shall not apply to 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement, including any Indebtedness under a Receivable Securitization, if such restrictions or conditions apply only to the property or assets covered by securing such Lien only, provided that, notwithstanding Indebtedness; (v) clause (a) of the foregoing, foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (ivi) Denver Arena Company, LLC may enter clause (b) of the foregoing shall not apply to customary provisions contained in agreements entered into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with Indebtedness owed by any Foreign Subsidiary and permitted under Section 5.12(e) hereof that impose restrictions on the Non-Recourse Arena Financing, the Arena/Complex or the interest ability of the City borrower thereunder to declare, pay or set aside funds for the making of any Distribution in respect of the Equity Interests issued by such borrower; and County (vii) clause (b) of Denver the foregoing shall not apply to customary provisions contained in the Arena/Complex, (ii) Beacon may enter agreements entered into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock Receivable Securitizations permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding hereby that impose restrictions on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full ability of the Obligations and special purpose entity party thereto to declare, pay or set aside funds for the termination making of any Distribution in respect of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted Equity Interests issued by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papersentity.

Limitation on Restrictive Agreements. The Borrower will shall not, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, enter into into, or suffer to exist, any indenture, agreement, instrument, financing document or other arrangement agreement with any Person which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has limits the effect ability of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence Borrower to create, incur, or suffer to exist Liens on its property, provided, however, that this clause (a) shall not prohibit any Lien permitted under Section 6.3 or any negative pledge incurred or provided in favor of Indebtedness, any holder of Debt not prohibited by this Agreement or (b) any Restricted Subsidiary to (i) make any Restricted Payment to the granting of LiensBorrower or prepay any Debt owed to the Borrower, (cii) make loans or advances to the making or granting of GuaranteesBorrower, (diii) create, incur, or suffer to exist Liens on the payment property of dividends such Restricted Subsidiary, provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or distributions, (e) the purchase, redemption or retirement provided in favor of any Capital Stock, (f) the making holder of loans or advances, Debt not prohibited by this Agreement or (giv) transfers transfer any of its Properties to the Borrower; provided that the foregoing shall not apply to such restrictions existing under or sales by reason of (A) applicable Legal Requirement; (B) any agreement relating to any Debt permitted under this Agreement; (C) customary non-assignment provisions of any contract; (D) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions on the property so acquired; (F) contracts for the sale of Properties, including customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary; (including Capital StockG) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Subsidiaries, other than restrictions on Restricted Subsidiaries (or of a Subsidiary of such Person which becomes a Restricted Subsidiary) in existence at the granting time of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses such acquisition (bbut not created in contemplation thereof), (h) and (i) of Section 6.02 hereof with respect which restriction is not applicable to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Restricted Subsidiaries, or Properties of any such Person, other than the Person, or Properties or Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the CommitmentsPerson, and so acquired; or (ivH) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and agreements relating to Debt which prohibit the other Loan Paperstransfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument.

Limitation on Restrictive Agreements. The Except those written agreements entered into in connection with the Existing Financing Documentation or other Debt in effect on the Closing Date, the Borrower will and the Parent shall not, and will shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtednessindebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributionsDistributions, (e) the purchase, redemption or retirement of any Capital StockStock of the Parent, the Borrower or any Subsidiary of the Parent and/or the Borrower, (f) the making of loans or advances, or (g) transfers or sales of property Property or assets (including Capital Stock) by the Borrower Borrower, the Parent or any of its the Restricted Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and the making of Investments, (i) any change of Section 6.02 hereof control or management, (j) the making of changes or amendments to this Agreement or any other Loan Paper, or (k) the acceptance of a waiver or consent with respect to the property any term or assets covered by such Lien onlyprovision of this Agreement or any other Loan Paper, provided that, notwithstanding the foregoing, in connection with (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to any Preferred Stock issuance or debt issuance in accordance with the Denver Arena Company, LLC terms of Section 8.02(f)(i) hereof and the Arena/Complex, each exclusively any new capital lease in connection with the Non-Recourse Arena FinancingSection 8.02(g) hereof, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon Parent may enter into agree to restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof provisions so long as such provisions are no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement agreement and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the other Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers and (ii) any Subordinated Indebtedness issuance in accordance with the terms of Section 8.02(f)(ii) hereof, the Parent may agree to restrictive provisions so long as such provisions are no more restrictive than the provisions in the Subordinated Notes Documentation and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers.

Limitation on Restrictive Agreements. The Borrower ------------------------------------ will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, or (h) the making of amendments, changes, waivers or consents with respect to this Agreement and the Loan Papers, provided that, notwithstanding the foregoing, (iI) Denver Nuggets Sub, Avalanche Sub, Ascent Arena Company, LLC and the Subsidiaries of Ascent Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Ascent Arena Company, LLC and the Subsidiaries of Ascent Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/ComplexComplex acceptable to the Administrative Agent, (ii) Beacon Ascent Arena Company, LLC may enter into the Arena Operating Agreement, (iii) Ascent Arena Company, LLC and Ascent Arena Operating Company, LLC may enter into the Operating and Management Agreement, (iv)Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iiiv) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h6.01(g) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (ivvi) in connection with the issuance of Subordinated Indebtedness, the Borrower may issue the Senior Notes and enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan PapersSenior Notes Documentation.

Limitation on Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or permit become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, (y) make any loans or advances to the Borrower or (z) transfer any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document property or other arrangement which, directly assets to the Borrower (provided that dividend or indirectly, contains any financial covenants or prohibits or restrainsliquidation priority between classes of Capital Stock, or has subordination of any obligation (including the effect application of prohibiting any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restrainingrestriction), except any encumbrance or imposes materially adverse conditions uponrestriction: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making pursuant to an agreement or granting of Guarantees, (d) the payment of dividends instrument in effect at or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions entered into on the granting of Liens onClosing Date, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papers.Documents, any Credit Facility, the Existing 2029 Notes Documents, the Existing 2029 Notes, the Senior Secured Notes Documents, the Senior Secured Notes, the Base Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement and any Permitted Debt Exchange Notes (and any related documents); (b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was Incurred to finance, or otherwise Incurred in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this Subsection 8.3(b), if a Person other than the Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in Subsection 8.3(a) or (b) or this Subsection 8.3(c) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower, which determination shall be conclusive); (d) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Borrower in good faith, which determination shall be 158 conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits or net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions (as determined by the Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations or Bank Products Obligations or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Borrower, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements; (e) with respect to any agreement for the direct or indirect sale or other disposition of Capital Stock, property or assets of any Person, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition; (f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as an Insurance Subsidiary; or (g) pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Subsection 8.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower, which determination shall be conclusive) and either (1) the Borrower determines in good faith,

Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (cb) the making or granting of Guarantees, (dc) the payment of dividends or distributions, (ed) the purchase, redemption or retirement of any Capital Stock, (e) the making of any other Restricted Payments, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its the Restricted Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), ) and (h) and (i) of Section 6.02 hereof 6.2 with respect to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, that (i) Denver Arena Companythe foregoing shall not apply to restrictions and conditions existing on the date hereof and set forth in Schedule 6.8 (but shall apply to any extension or renewal of, LLC may enter into restrictive agreements relating solely to or any amendment or modification expanding the Denver Arena Companyscope of, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex any such restriction or the interest of the City and County of Denver in the Arena/Complexcondition), (ii) Beacon may enter into restrictive agreements the foregoing shall not apply to restrictions or conditions imposed on the Borrower by any agreement relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in Indebtedness permitted by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtednessthis Agreement, (iii) the Borrower may enter into clause (a) of this Section shall not apply to restrictions or conditions imposed on any such restrictive agreements Restricted Subsidiary by any agreement relating to any Preferred Stock secured Indebtedness permitted under Section 6.01(h) hereof so long as no by this Agreement if such restrictive agreement shall be effective restrictions or binding on conditions apply only to the Borrower property or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitmentsassets securing such Indebtedness, and (iv) clause (a) of this Section shall not apply to customary provisions in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papersleases.

Limitation on Restrictive Agreements. The Borrower will not, and nor will not cause or it permit any of its Subsidiaries Subsidiary to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains enter into, incur or permit to exist any financial covenants agreement or prohibits or restrainsother arrangement that prohibits, or has the effect of prohibiting or restraining, restricts or imposes materially adverse conditions upon: any condition upon (a) the incurrence ability of Indebtednessthe Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the granting ability of Liens, (c) the making or granting of Guarantees, (d) the payment of any Subsidiary to pay dividends or distributions, (e) the purchase, redemption other Distributions with respect to any Equity Interests issued by it or retirement of any Capital Stock, (f) the making of to make or repay loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by advances to the Borrower or any other Subsidiary or to be obligated under a Guaranty with respect to Indebtedness of its Subsidiaries, the Borrower or any other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and Subsidiary; provided that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, the Senior Note Purchase Agreements or Subordinated Notes; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any modification of Section 6.02 hereof with respect any such restriction or condition expanding the scope thereof); (iii) the foregoing shall not apply to 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement, including any Indebtedness under a Receivable Securitization, if such restrictions or conditions apply only to the property or assets covered by securing such Lien only, provided that, notwithstanding Indebtedness; (v) clause (a) of the foregoing, foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (ivi) Denver Arena Company, LLC may enter clause (b) of the foregoing shall not apply to customary provisions contained in agreements entered into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with Indebtedness owed by any Foreign Subsidiary that impose restrictions on the Non-Recourse Arena Financing, the Arena/Complex or the interest ability of the City Foreign Subsidiary thereunder to declare, pay or set aside funds for the making of any Distribution in respect of the Equity Interests issued by such Foreign Subsidiary; and County (vii) clause (b) of Denver the foregoing shall not apply to customary provisions contained in the Arena/Complex, (ii) Beacon may enter agreements entered into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock Receivable Securitizations permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding hereby that impose restrictions on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full ability of the Obligations and special purpose entity party thereto to declare, pay or set aside funds for the termination making of any Distribution in respect of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted Equity Interests issued by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papersentity.

Limitation on Restrictive Agreements. The Except those written agreements entered into in connection with the Existing Financing Documentation or other Debt in effect on the Closing Date, the Borrower will and the Parent shall not, and will shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtednessindebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributionsDistributions, (e) the purchase, redemption or retirement of any Capital StockStock of the Parent, the Borrower or any Subsidiary of the Parent and/or the Borrower, (f) the making of loans or advances, or (g) transfers or sales of property Property or assets (including Capital Stock) by the Borrower Borrower, the Parent or any of its the Restricted Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and the making of Investments, (i) any change of Section 6.02 hereof control or management, (j) the making of changes or amendments to this Agreement or any other Loan Paper, or (k) the acceptance of a waiver or consent with respect to the property any term or assets covered by such Lien onlyprovision of this Agreement or any other Loan Paper, provided that, notwithstanding the foregoing, in connection with (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to any Preferred Stock issuance or debt issuance in accordance with the Denver Arena Company, LLC terms of Section 8.02(f)(i) hereof and the Arena/Complex, each exclusively any new capital lease in connection with the Non-Recourse Arena FinancingSection 8.02(g) hereof, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon Parent may enter into agree to restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof provisions so long as such provisions are 77 no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (iv) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement agreement and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the other Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers and (ii) any Subordinated Indebtedness issuance in accordance with the terms of Section 8.02(f)(ii) hereof, the Parent may agree to restrictive provisions so long as such provisions are no more restrictive than the provisions in the Subordinated Notes Documentation and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers.

Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, or (h) the making of amendments, changes, waivers or consents with respect to this Agreement and the Loan Papers, provided that, notwithstanding the foregoing, (i) Denver Nuggets Sub, Avalanche Sub and Ascent Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Ascent Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/ComplexComplex acceptable to the Administrative Agent, (ii) Ascent Arena Company, LLC may enter into the Arena Operating Agreement, (iii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iiiiv) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h6.01(g) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (ivv) in connection with the issuance of Subordinated Indebtedness, the Borrower may issue the Senior Notes and enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan PapersSenior Notes Documentation.

Limitation on Restrictive Agreements. The Borrower will Company shall not, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, enter into into, or suffer to exist, any indenture, agreement, instrument, financing document or other arrangement agreement with any Person which, directly or indirectly, contains any financial covenants or prohibits or restrainslimits the HOU03:1289851 #PageNum# ability of (x) the Company to create, incur, or has the effect suffer to exist Liens on its property, provided, however, that this clause (x) shall not prohibit any Lien permitted under Section 10.4 or any negative pledge incurred or provided in favor of prohibiting any holder of Indebtedness not prohibited by this Agreement or restraining, or imposes materially adverse conditions upon: (y) any Restricted Subsidiary to (a) make any Restricted Payment to the incurrence of IndebtednessCompany or prepay any Indebtedness owed to the Company, (b) make loans or advances to the granting of LiensCompany, (c) create, incur, or suffer to exist Liens on the making property of such Restricted Subsidiary, provided, however, that this clause (c) shall not prohibit any negative pledge incurred or granting provided in favor of Guarantees, any holder of Indebtedness not prohibited by this Agreement or (d) transfer any of its Properties to the payment Company; provided that the foregoing shall not apply to such restrictions existing under or by reason of dividends or distributions, (ei) the purchase, redemption or retirement applicable Legal Requirement; (ii) any agreement relating to any Indebtedness permitted under this Agreement; (iii) customary non-assignment provisions of any Capital Stockcontract; (iv) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (vi) contracts for the sale of Properties, (f) including customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the making sale of loans all or advances, or (g) transfers or sales substantially all of property the Equity Interests or assets of such Restricted Subsidiary; (including Capital Stockvii) any agreement or other instrument governing Indebtedness of a Person acquired by the Borrower Company or any of its Subsidiaries, other than restrictions on Restricted Subsidiaries (or of a Subsidiary of such Person which becomes a Restricted Subsidiary) in existence at the granting time of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses such acquisition (bbut not created in contemplation thereof), (h) and (i) of Section 6.02 hereof with respect which restriction is not applicable to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, (i) Denver Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex, (ii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iii) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower Company or any of its Restricted Subsidiaries, or Properties of any such Person, other than the Person, or Properties or Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the CommitmentsPerson, and so acquired; or (ivviii) in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and agreements relating to Indebtedness which prohibit the other Loan Paperstransfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument.

Limitation on Restrictive Agreements. The ------------------------------------ Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, or (h) the making of amendments, changes, waivers or consents with respect to this Agreement and the Loan Papers, provided that, notwithstanding the foregoing, (iI) Denver Nuggets Sub, Avalanche Sub, Ascent Arena Company, LLC and the Subsidiaries of Ascent Arena Company, LLC may enter into restrictive agreements relating solely to the Denver Ascent Arena Company, LLC and the Subsidiaries of Ascent Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/ComplexComplex acceptable to the Administrative Agent, (ii) Beacon Ascent Arena Company, LLC may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film IndebtednessArena Operating Agreement, (iii) Ascent Arena Company, LLC and Ascent Arena Operating Company, LLC may enter into the Operating and Management Agreement, (iv) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(h6.01(g) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (ivv) in connection with the issuance of Subordinated Indebtedness, the Borrower may issue the Senior Notes and enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan PapersSenior Notes Documentation.

Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (cb) the making or granting of Guarantees, (dc) the payment of dividends or distributionsand distributions by any Subsidiary of the Borrower, (ed) the purchase, redemption or retirement of any Capital Stock, (e) the making of any other Restricted Payments, (f) the making of loans or advances, or (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its the Restricted Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), ) and (h) and (i) of Section 6.02 hereof 6.2 with respect to the property or assets covered by such Lien only, provided that, notwithstanding the foregoing, that (i) Denver Arena Companythe foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date and set forth in Schedule 6.8 (but shall apply to any extension or renewal of, LLC may enter into restrictive agreements relating solely to or any amendment or modification expanding the Denver Arena Companyscope of, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex any such restriction or the interest of the City and County of Denver in the Arena/Complexcondition), (ii) Beacon may enter into restrictive agreements the foregoing shall not apply to restrictions or conditions imposed on the Borrower by any agreement relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in Indebtedness permitted by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtednessthis Agreement, (iii) the Borrower may enter into clause (a) of this Section shall not apply to restrictions or conditions imposed on any such restrictive agreements Restricted Subsidiary by any agreement relating to any Preferred Stock secured Indebtedness permitted under Section 6.01(h) hereof so long as no by this Agreement if such restrictive agreement shall be effective restrictions or binding on conditions apply only to the Borrower property or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitmentsassets securing such Indebtedness, and (iv) clause (a) of this Section shall not apply to customary provisions in connection with the issuance of Subordinated Indebtedness, the Borrower may enter into restrictive agreements and provisions permitted by the terms set forth in EXHIBIT F attached hereto and otherwise acceptable to Administrative Agent and Required Lenders, but in no event shall any such restrictive provisions be more restrictive than the provisions contained in this Agreement and the other Loan Papersleases.